Common use of Defaulting Lenders Clause in Contracts

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.8(a); (iib) the Commitment and outstanding Loans Revolving Extensions of Credit of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]10.1); provided, that this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iiic) if any Swing Loans are outstanding L/C Exposure or any Letter of Credit Obligations exist Protective Advance Exposure exists at the time such Lender becomes a Defaulting Lender, Lender then: (ai) all or any part of the outstanding Swing Loans L/C Exposure and Letter of Credit Obligations Protective Advance Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares Revolving Percentages but only to the extent that (x) the sum of all non-Defaulting Lenders’ Revolving Facility Usage Extensions of Credit plus such Defaulting Lender’s L/C Exposure and Protective Advance Exposure does not exceed the total of all non-Defaulting Lenders' Revolving Credit ’ Commitments; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Protective Advance Exposure and (y) no Potential Default or Event second, cash collateralize for the benefit of Default has occurred and is continuing at the Issuing Lender only the Borrower’s obligations corresponding to such time; 41Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) 89

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (icommitment fees pursuant to Section 2.09(a) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]the extent, and during the period, such Lender is a Defaulting Lender; (ii) the Commitment and outstanding Loans Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 11.1 [Modifications9.02, Amendments except for any amendment or Waivers]waiver described in Section 9.02(b)(i); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendmentor (iii)); provided that any waiver, waiver amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lenders (as applicable) shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes to be a Defaulting Lender, then: (a) all or any part , on the date of such agreement, such Lender shall purchase at par the portion of the outstanding Swing Loans and Letter of Credit Obligations of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Defaulting Lender shall be reallocated among the non-Defaulting Lenders to hold such Loans in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41its Applicable Percentage.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.12(a); (iib) such Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly provided in Section 9.02(b)) and the Commitment and outstanding Loans Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments 9.02) or Waivers])under any other Loan Document; provided, that that, except as otherwise provided in Section 9.02, this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iiic) if any Swing Loans are outstanding or any Letter of Credit Obligations exist LC Exposure exists at the time such Lender becomes a Defaulting Lender, Lender then: (ai) all or any part of the outstanding Swing Loans and Letter of Credit Obligations such LC Exposure of such Defaulting Lender shall be reallocated among the non-Revolving Lenders that are not Defaulting Lenders in accordance with their respective Ratable Shares Applicable Percentages but only to the extent that (x) the sum of the Revolving Facility Usage Credit Exposures of all Revolving Lenders that are not Defaulting Lenders plus such Defaulting Lender’s LC Exposure does not exceed the total Revolving Commitments of all non-the Revolving Lenders that are not Defaulting Lenders' Revolving Credit Commitments, ; and (yii) no Potential Default if the reallocation described in clause (i) above cannot, or Event can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of Default has occurred and the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is continuing at outstanding; (iii) if the Borrower cash collateralizes any portion of such timeDefaulting Lender’s LC Exposure pursuant to this Section 2.20(c), the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized; 41(iv) if the LC Exposure of the Revolving Lenders that are not Defaulting Lenders is reallocated pursuant to Section 2.20(c), then the fees payable to the Revolving Lenders pursuant to 68

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.12(a); (b) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7.02 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; (ii) second, to the Commitment and outstanding Loans payment on a pro rata basis of any amounts owing by such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver Issuing Bank or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Swingline Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected therebyhereunder; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lenderthird, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of to cash collateralize each Issuing Bank’s LC Exposure with respect to such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to this Section; (iv) fourth, as the extent that Borrower may request (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) so long as no Potential Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has occurred failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; (v) fifth, if so determined by the Administrative Agent and is continuing at the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such timeDefaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize each Issuing Bank’s future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section; 41(vi) sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result

Defaulting Lenders. Notwithstanding Agent shall not be obligated to transfer to a Defaulting Lender that is a Revolver Lender any provision payments made by any Borrower to Agent for such Defaulting Lender’s benefit or any Collections or proceeds of Collateral that would otherwise be remitted hereunder to such Defaulting Lender, and, in the absence of such transfer to such Defaulting Lender, Agent shall transfer any such payments (A) first, if such Defaulting Lender is a Multicurrency Revolver Lender, to Swingline Lender to the extent of any Swingline Loans that were made by Swing Lender and that were required to be, but were not, repaid by the Defaulting Lender, (B) second, to the Issuing Lender, to the extent of the portion of a Letter of Credit Disbursement that was required to be, but was not, repaid by the Defaulting Lender, (C) third, (x) if such Defaulting Lender is a Dollar Revolver Lender, to each Dollar Revolver Lender that is not a Defaulting Lender ratably in accordance with its Dollar Revolver Commitment or (y) if such Defaulting Lender is a Multicurrency Revolver Lender, to each Multicurrency Revolver Lender that is not a Defaulting Lender in accordance with its Multicurrency Revolver Commitment (but, in each case, only to the extent that such Defaulting Lender’s portion of an Advance (or other funding obligation) was funded by such other non-Defaulting Lenders), (D) to a suspense account maintained by Agent, the proceeds of which shall be retained by Agent and may be made available to be re-advanced to or for the benefit of Borrowers as if such Defaulting Lender had made its portion of Advances (or other funding obligations) hereunder, and (E) from and after the date on which the Revolver Commitments with respect to which such Defaulting Lender has a Commitment are cancelled or terminated and all other Revolver Obligations with respect to such Revolver Commitments have been paid in full, to such Defaulting Lender in accordance with tier (K) of Section 2.4(b)(ii). Subject to the foregoing, Agent may hold and, in its Permitted Discretion, re-lend to 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 (including the calculation of the Required Lenders, Super-Majority Revolver Lenders or Required Term Lenders, as applicable, in connection therewith) and for the purpose of calculating the fee payable under Section 2.10(b), any Defaulting Lender shall be deemed not to be a “Revolver Lender” or “Term Lender”, as applicable, and such Lender’s Commitment shall be deemed to be zero; provided, however, that the foregoing shall not apply to any of the matters governed by Section 14.1(a)(i) through (iii). The provisions of this Section 2.3(g) shall remain effective with respect to such Defaulting Lender until the earlier of (x) the date on which the non-Defaulting Lenders, Agent, and Borrowers shall have waived, in writing, the application of this Section 2.3(g) to such Defaulting Lender, or (y) the date on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent all amounts owing by Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by Agent or any Borrower, provides adequate assurance to Agent of its ability to perform its future obligations hereunder. The operation of this Section 2.3(g) 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 Borrowers of their duties and obligations hereunder to Agent or to 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 Borrowers, at their option, upon written notice to Agent, to arrange for a substitute Lender to assume the contrary, if any Lender becomes a Commitment of such Defaulting Lender, then such substitute Lender to be reasonably acceptable to Agent. In connection with the following provisions arrangement of such a substitute Lender, the Defaulting Lender shall apply for so long have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance 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 repaid its share of the outstanding Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of the Dollar Revolver Letters of Credit or Multicurrency Revolver Letters of Credit, as applicable); provided, however, that any such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion assumption of the Commitment of such Defaulting Lender pursuant shall not be deemed to Section 2.3 [Commitment Fees]; (ii) constitute a waiver of any of the Commitment and outstanding Loans of Lender Groups’ or any Borrower’s rights or remedies against any such Defaulting Lender shall 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 2.3(g) 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 included in determining whether resolved as aforesaid, the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to terms and provisions of this Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii2.3(g) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans control and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41govern.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iiia) if any Swing Loans are outstanding Line Obligations or any Letter of Credit Revolving L/C Obligations exist at the time such a Lender becomes a Defaulting Lender then the Borrower shall within one (1) Business Day following notice by the Administrative Agent (x) first, prepay such Defaulting Lender’s Pro Rata Share of the Swing Line Obligations and (y) second, Cash Collateralize such Defaulting Lender’s Pro Rata Share of the Revolving L/C Obligations in accordance with the procedures set forth in Section 2.03(f) (with references therein to the Outstanding Amount of all Revolving L/C Obligations, or similar terms, being deemed to refer instead to the Outstanding Amount of such Defaulting Lender’s Pro Rata Share of all Revolving L/C Obligations) for so long as such Revolving L/C Obligations are outstanding; and (b) so long as any Lender is a Defaulting Lender, then: the Swing Line Lender shall not be required to fund any Swing Line Loan and no Revolving L/C Issuer shall be required to issue, amend or increase any Revolving Letter of Credit, unless it is satisfied that the related exposure will be 100% covered (or in the case of Cash Collateralization, 105% covered) as set forth in clause (a) all or above and as the Administrative Agent, Swing Line Lender and any part of the outstanding Swing Loans Revolving L/C Issuer may otherwise reasonably require. The rights and Letter of Credit Obligations of such remedies against a Defaulting Lender shall be reallocated among under this Section 2.16 are in addition to other rights and remedies that the Borrower, the Administrative Agent, each Revolving L/C Issuer, the Swing Line Lender and the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-may have against such Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees The Commitment Fee and the Delayed Draw Ticking Fee shall cease to accrue on the unfunded portion any of the Commitment Revolving Credit Commitments and Delayed Draw Commitment, respectively, of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.09(a); (ii) the Commitment Commitment, Outstanding Amount of Term Loans and outstanding Loans Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, the Required Lenders or the Required Revolving Credit Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]10.01); providedprovided that (x) any waiver, that this amendment or modification of the type described in clause (iia), (b) shall not or (c) of the first proviso in Section 10.01 that would apply to the vote of a Revolving Credit Commitments or Obligations owing to such Defaulting Lender or (y) any waiver, amendment or modification (other than as described in the case of an amendment, waiver or other modification forgoing clause (x) requiring the consent of all Lenders or each affected Lender) which affects such Defaulting Lender disproportionally when compared to other affected Lenders, in each case, shall require the consent of such Defaulting Lender with respect to the effectiveness of such waiver, amendment or modification with respect to the Revolving Credit Commitments or Obligations owing to such Defaulting Lender; any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Loan Party as a result of any judgment of a court of competent jurisdiction obtained by any Loan Party against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and fifth, to that Defaulting Lender or each Lender directly affected therebyas otherwise directed by a court of competent jurisdiction; provided that, if such payment is a payment of the principal amount of any Loans, such payment shall be applied solely to pay the relevant Loans of the relevant non-Defaulting Lenders on a pro rata basis prior to being applied in the manner set forth in this clause (iii) c). if any Swing Loans are outstanding Line Obligations or any Letter of Credit L/C Obligations exist at the time such Lender becomes a Defaulting Lender, Lender then: (a) 110 all or any part of the outstanding Swing Loans Line Obligations and Letter of Credit L/C Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares Applicable Percentage but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all such non-Defaulting Lenders' ’ aggregate Revolving Credit Exposure does not exceed its Revolving Credit Commitments; if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within three (3) Business Days following notice by the Administrative Agent (x) first, prepay such Swing Line Obligations and (y) second, Cash Collateralize for the benefit of the L/C Issuer only the Borrower’s obligations corresponding to such Defaulting Lender’s L/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.03(f) for so long as such L/C Obligations are outstanding; if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s L/C Obligations pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.03(h) with respect to such Defaulting Lender’s L/C Obligations during the period such Defaulting Lender’s L/C Obligations are Cash Collateralized; if the L/C Obligations of the non-Defaulting Lenders are reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Sections 2.09(a) and 2.03(h) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentage; and if all or any portion of such Defaulting Lender’s L/C Obligations is neither reallocated nor Cash Collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the L/C Issuer or any other Lender hereunder, all letter of credit fees payable under Section 2.03(h) with respect to such Defaulting Lender’s L/C Obligations shall be payable to the L/C Issuer until and to the extent that such L/C Obligations are reallocated and/or Cash Collateralized; and so long as such Lender is a Defaulting Lender, the Swing Line Lender shall not be required to fund any Swing Line Loan and the L/C Issuer shall not be required to issue, amend or increase any Letter of Credit, unless it has received assurances satisfactory to it that non-Defaulting Lenders will cover the related exposure and/or cash collateral will be provided by the Borrower in accordance with Section 2.16(d), and participating interests in any newly made Swing Line Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.16(d)(i) (and such Defaulting Lender shall not participate therein). In the event that the Administrative Agent, the Borrower, the Swing Line Lender and the L/C Issuer each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swing Line Obligations and L/C Obligations of the Revolving Credit Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Credit Loans of the other Revolving Credit Lenders (other than Swing Line Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Credit Loans in accordance with its Applicable Percentage; provided that no Potential Default adjustments will be made retroactively with respect to fees accrued or Event payments made by or on behalf of Default has occurred the Borrower while that Lender was a Defaulting Lender; provided, further, that, except to the extent otherwise expressly agreed by the affected parties and is continuing at subject to Section 10.24, no change hereunder from Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such time; 41Lender’s having been a Defaulting Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement Anything herein to the contrarycontrary notwithstanding, if any Lender becomes during such period as a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease , to accrue on the unfunded portion fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment Commitments and the outstanding Loans or other extensions of credit of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall hereunder will not be included taken into account in determining whether the Required Lenders Requisite Lenders, the Supermajority Lender or all of the Lenders, as required, have taken approved any such amendment or may take any action hereunder waiver (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]and the definitions of “Requisite Lenders” and “Supermajority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that this clause (iii) shall not apply any such amendment or waiver that would increase or extend the term of the Commitments of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to the vote of a such Defaulting Lender in hereunder, reduce the case principal amount of an amendmentany obligation owing to such Defaulting Lender, waiver reduce the amount of or other modification requiring the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender and (ii) any amendment or each waiver which requires the consent of all Lenders or the Lender(s) affected thereby which affects the Defaulting Lender directly more adversely than the other Lenders or other affected thereby; Lenders, as applicable (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes other than a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations modification which results in a reduction of such Defaulting Lender's percentage of any commitments or repayment of any amounts owing to such Defaulting Lender shall be reallocated among on a non pro-rata basis) will require the non-consent of such Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees Fees shall cease to accrue on the unfunded portion of the any Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; 2.12(a) and, subject to clause (iid)(iv) below, on the Commitment participation of such Defaulting Lender in Letters of Credit pursuant to Section 2.12(b) and outstanding Loans pursuant to any other provisions of this Agreement or other Loan Document. (b) The Commitments and the Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, each affected Lender, the Required Lenders, the Required Revolving Lenders or such other number of Lenders as may be required hereby or under any other Loan Document have taken or may take any action hereunder (including any consent to any amendmentwaiver, waiver amendment or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]9.02); providedprovided that any waiver, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver amendment or other modification requiring the consent of such Lender all Lenders or each affected Lender directly which affects such Defaulting Lender disproportionately and adversely relative to other affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at Lenders shall require the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations consent of such Defaulting Lender. (c) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of any Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 2.11, Section 2.15, Section 2.16, Section 2.17, Section 2.18, Article 7, Section 9.05 or otherwise, and including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to Section 9.09), shall be reallocated among applied at such time or times as may be determined by the non-Defaulting Lenders in accordance with their respective Ratable Shares but only Administrative Agent and, where relevant, the Lead Borrower as follows: first, to the extent that (x) payment of any amounts owing by such Defaulting Lender to the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such timeAdministrative Agent hereunder; 41-128- #96942867v160458181 #96942867v1

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees the Commitment Fee shall cease to accrue on the unfunded portion of the Commitment of such Lender so long as it is a Defaulting Lender (except to the extent it is payable to the Issuing Bank pursuant to Section 2.3 [Commitment Fees]; clause (iib)(v) the Commitment below) and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take entitled to receive any action hereunder (including any consent to any amendment, waiver or other modification Commitment Fee pursuant to Section 11.1 [Modifications, Amendments or Waivers]2.05(a); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iiib) if any Swing Loans are outstanding or any Letter of Credit Obligations exist LC Exposure exists at the time such a Lender becomes a Defaulting Lender, Lender then: (ai) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender Lender’s participation in LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares Pro Rata Percentages, but only to the extent that (xy) the Revolving Facility Usage such reallocation does not exceed cause the total aggregate Revolving Exposure of all any non-Defaulting Lender to exceed such 106 US-DOCS\133960081.2 non-Defaulting Lender’s Revolving Commitment and (z) to the extent requested in writing by the Administrative Agent, the Borrower shall confirm that the conditions set forth in Section 4.02 are satisfied at the time of such reallocation and if the Borrower cannot confirm such conditions have been satisfied (which shall not constitute a Default or an Event of Default) and such conditions have not otherwise been waived by the Required Revolving Lenders' , then clause (ii) below shall apply; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent, cash collateralize such Defaulting Lender’s LC Exposure (in each case after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.18(i) for so long as such LC Exposure is outstanding; (iii) if any portion of such Defaulting Lender’s LC Exposure is cash collateralized pursuant to clause (ii) above, the Borrower shall not be required to pay the LC Participation Fee with respect to such portion of such Defaulting Lender’s LC Exposure so long as it is cash collateralized; (iv) if any portion of such Defaulting Lender’s LC Exposure is reallocated to the non-Defaulting Lenders pursuant to clause (i) above, then the LC Participation Fee with respect to such portion shall be allocated among the non-Defaulting Lenders in accordance with their Pro Rata Percentages; (v) if any portion of such Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.19(b), then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, the Commitment Fee that otherwise would have been payable to such Defaulting Lender (with respect to the portion of such Defaulting Lender’s Revolving Credit CommitmentsCommitment that was utilized by such LC Exposure) and the LC Participation Fee payable with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until such LC Exposure is cash collateralized and/or reallocated; (vi) so long as any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateralized in accordance with this Section 2.19(b), and participations in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in accordance with their respective Pro Rata Percentages (yand Defaulting Lenders shall not participate therein); and (c) no Potential Default any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or Event otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.14(d), but excluding Section 2.16(b)) may, in lieu of Default has occurred and is continuing being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated non-interest bearing account and, subject to any applicable Requirements of Law, be applied at such time; 41time or times as may be determined by the Administrative Agent 107 US-DOCS\133960081.2

Defaulting Lenders. Notwithstanding any provision of this Agreement (i) Anything contained herein to the contrarycontrary notwithstanding, if in the event that any Revolving Lender becomes or Lender with a Delayed Draw Tranche B Commitment (“Defaulting Lender”) defaults (a “Funding Default”) in its obligation to fund any Revolving Loan or Delayed Draw Tranche B Loan, or, with respect only to a Class A Revolving Lender, such Class A Revolving Lender commits a Non-Funding Default, as the case may be (a “Defaulted Loan”), in accordance with Section 2.02, then after the occurrence and during any Funding Default or Non-Funding Default, as the case may be, (a “Default Period”) with respect to such Defaulting Lender, then (A) upon the following provisions shall apply for so long as Administrative Agent providing written consent (not to be unreasonably withheld) (x) in the case of a Class A Revolving Lender, such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the ’s Class A Revolving Commitment and outstanding Class A Revolving Loans and such Defaulting Lender’s pro rata share of the LC Disbursements (y) in the case of a Class B Revolving Lender, such Defaulting Lender’s Class B Revolving Commitment and outstanding Class B Revolving Loans and (z) in the case of a Lender with a Delayed Draw Tranche B Commitment, such Defaulting Lender’s Delayed Draw Tranche B Commitment, in each case shall, subject to clause (iv) below, be excluded for purposes of calculating the Commitment Fee in respect of any day during any Default Period with respect to such Defaulting Lender, and upon the Administrative Agent providing written consent (not to be unreasonably withheld), such Defaulting Lender shall not be included entitled to receive any Commitment Fee with respect to such Defaulting Lender’s Revolving Commitment or Delayed Draw Tranche B Commitment in determining whether the Required Lenders have taken or may take respect of any action hereunder Defaulted Loan with respect to such Defaulting Lender and (including any consent B) subject to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (iiiv) shall not apply below, any portion of the Commitment Fee allocated to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among held by Administrative Agent for the non-benefit of the Defaulting Lenders in accordance Lender and as security (along with their respective Ratable Shares but only earnings, if any) for its obligations owed under this Agreement to the extent that Agents and the Lenders and when all such obligations (xcontingent and otherwise) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitmentshave been satisfied, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41any remainder shall be paid to Borrower.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees shall cease to accrue on the unfunded portion of the Commitment of such no Defaulting Lender pursuant shall be entitled to receive any fee payable under Section 2.3 [Commitment Fees]2.12(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender); (iib) the Commitment Commitment, the Revolving Credit Exposure and the aggregate principal amount of outstanding Competitive Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]10.02); provided, provided that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 10.02, require the consent of such Defaulting Lender or each Lender directly affected therebyin accordance with the terms hereof; (iiic) if any Swing Loans are outstanding Swingline Exposure or any Letter of Credit Obligations exist LC Exposure exists at the time such Lender becomes a Defaulting Lender, Lender then: (ai) all or the Swingline Exposure (other than any part portion thereof with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.05(c) and, in the case of any Defaulting Lender that is a Swingline Lender, other than the portion of such Swingline Exposure referred to in clause (b) of the outstanding Swing Loans definition of such term) and Letter of Credit Obligations LC Exposure of such Defaulting Lender (other than any portion thereof attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation as contemplated by Sections 2.06(e) and 2.06(f)) shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Ratable Shares Applicable Percentages but only to the extent that (xA) the sum of all Non-Defaulting Lenders’ Revolving Facility Usage Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure (in each case, excluding the portion thereof referred to above) does not exceed the total sum of all nonNon-Defaulting Lenders' ’ Commitments and (B) after giving effect thereto, the Revolving Credit CommitmentsExposure of any Non-Defaulting Lender shall not exceed the Commitment of such Non-Defaulting Lender; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within one Business Day following notice by the Administrative Agent (A) first, prepay the portion of such Defaulting Lender’s Swingline Exposure that has not been reallocated as set forth in such clause and (yB) no Potential Default or Event second, cash collateralize for the benefit of Default the Issuing Lenders the portion of such Defaulting Lender’s LC Exposure that has occurred and not been reallocated as set forth in such clause in accordance with the procedures set forth in Section 2.06(lm) for so long as such LC Exposure is continuing at outstanding; (iii) if the Borrowers cash collateralize any portion of such timeDefaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrowers shall not be required to pay participation fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such portion of such Defaulting Lender’s LC Exposure for so long as such Defaulting Lender’s LC Exposure is cash collateralized; 41-48-

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.12(a); (iib) such Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly provided in Section 9.02(b)) and the Commitment and outstanding Loans Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments 9.02) or Waivers])under any other Loan Document; provided, that that, except as otherwise provided in Section 9.02, this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iiic) if any Swing Loans are outstanding or any Letter of Credit Obligations exist LC Exposure exists at the time such Lender becomes a Defaulting Lender, Lender then: (ai) all or any part of the outstanding Swing Loans and Letter of Credit Obligations such LC Exposure of such Defaulting Lender shall be reallocated among the non-DefaultingRevolving Lenders that are not Defaulting Lenders in accordance with their respective Ratable Shares Applicable Percentages but only to the extent that (x) the sum of all non-Defaulting Lenders’the Revolving Facility Usage Credit Exposures of all Revolving Lenders that are not Defaulting Lenders plus such Defaulting Lender’s LC Exposure does not exceed the total Revolving Commitments of all non- Defaultingthe Revolving Lenders’ Commitments that are not Defaulting Lenders; and (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding; (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to this Section 2.20(c), the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized; (iv) if the LC Exposure of the non-DefaultingRevolving Lenders that are not Defaulting Lenders' Revolving Credit CommitmentsLenders is reallocated pursuant to Section 2.20(c), and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41then the fees payable to the Revolving

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) commitment fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.3 [2.12(a) and facility fees shall cease to accrue on the Revolving Commitment Fees]of such Defaulting Lender pursuant to Section 2.12(b); (ii) the Commitment Commitments, Term Loan Exposure and outstanding Loans Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or Required Facility Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]9.02); provided, that this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding Swingline Exposure or any Letter of Credit Obligations exist LC Exposure exists at the time such Lender becomes a Defaulting Lender, Lender then: (a) all or any part of the outstanding Swing Loans Swingline Exposure and Letter of Credit Obligations LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders that are Revolving Lenders in accordance with their respective Ratable Shares Revolving Percentages but only to the extent that (x) the sum of all such non-Defaulting Lenders’ Revolving Facility Usage Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders' ’ Revolving Credit Commitments, Commitments and (y) no Potential Default or Event of Default has occurred the conditions set forth in Section 4.02(a) and is continuing Section 4.02(b) are satisfied at such time; 41if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of the Issuing Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding; if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be ny-11773361177179 required to pay any fees to such Defaulting Lender pursuant to Section 2.12(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized; if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.12(a) and Section 2.12(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Revolving Percentages; and if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all facility fees payable pursuant to Section 2.12(b) that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Revolving Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and so long as such Revolving Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.20(c), and participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non- Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (and such Defaulting Lender shall not participate therein). If (i) a Bankruptcy Event with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii) the Swingline Lender or the Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or the Issuing Bank, as the case may be, shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Swingline Lender or the Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that the Administrative Agent, the Borrower, the Swingline Lender and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment ny-11773361177179 and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Revolving Percentage.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.6(i); (iib) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any LC Issuer or Swing Line Lender hereunder; third, to cash collateralize LC Obligations with respect to such Defaulting Lender in accordance with this Section; fourth, as the Borrower may request (so long as no Default or Unmatured Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize future LC Obligations with respect to such Defaulting Lender with respect to future Facility LC’s issued under this Agreement, in accordance with this Section; sixth, to the payment of any amounts owing to the Lenders, the LC Issuers or Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the LC Issuers or Swing Line Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh, so long as no Default or Unmatured Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender'’s breach of its obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Facility LC’s were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in the Borrower’s obligations corresponding to such Defaulting Lender’s LC Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause (d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. (c) such Defaulting Lender shall not have the right to vote on any issue on which voting is required and the Commitment and outstanding Loans Outstanding Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]8.2); provided, that this clause (iic) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 4140

Defaulting Lenders. Notwithstanding any provision of this Agreement to If a Lender holding a Revolving Commitment becomes, and during the contraryperiod it remains, if any Lender becomes a Defaulting Lender, then the following provisions shall apply apply, notwithstanding anything to the contrary in this Agreement: the LC Exposure and the Swingline Exposure of such Defaulting Lender will, subject to the limitation in the proviso below, automatically be reallocated (effective no later than one (1) Business Day after the Administrative Agent has actual knowledge that such Lender with a Revolving Commitment has become a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Commitments (calculated as if the Defaulting Lender’s Revolving Commitment was reduced to zero and each Non-Defaulting Lender’s Revolving Commitment had been increased proportionately); provided that the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation; and to the extent that any portion (the “unreallocated portion”) of the LC Exposure and the Swingline Exposure of any Defaulting Lender cannot be reallocated pursuant to Section 2.26(a)(i) above for any reason, the Borrower will, not later than two (2) Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the Swingline Lender), (x) Cash Collateralize the obligations of the Defaulting Lender to such Issuing Bank or the Swingline Lender in respect of such LC Exposure or such Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of the LC Exposure and the Swingline Exposure of such Defaulting Lender, (y) in the case of such Swingline Exposure, prepay and/or Cash Collateralize in full the unreallocated portion thereof, or (z) make other arrangements satisfactory to the Administrative Agent, the applicable Issuing Bank and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; provided that neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender. If the Borrower, the Administrative Agent, the Issuing Banks and the Swingline Lender agree in writing in their discretion that any Defaulting Lender has ceased to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice, and subject to any conditions set forth therein, the LC Exposure and the Swingline Exposure of the other Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment, and such Lender will purchase at par such portion of outstanding Revolving Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Credit Exposure of the Lenders to be on a pro rata basis in accordance with their respective Revolving Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such Revolving Credit Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing). If any Cash Collateral has been posted with respect to the LC Exposure or the Swingline Exposure of such Defaulting Lender, the Administrative Agent will promptly return such Cash Collateral to the Borrower; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Xxxxxx’s having been a Defaulting Lender. So long as such any Lender is a Defaulting Lender: , no Issuing Bank will be required to issue, amend, extend, renew or increase any Letter of Credit, and the Swingline Lender will not be required to fund any Swingline Loans, as applicable, unless it is satisfied that one hundred percent (i100%) fees shall cease to accrue on the unfunded portion of the Commitment related LC Exposure and Swingline Exposure after giving effect thereto is fully covered or eliminated by any combination satisfactory to the applicable Issuing Bank or the Swingline Lender, as the case may be, of the following: in the case of a Defaulting Lender, the Swingline Exposure and the LC Exposure of such Defaulting Lender pursuant is reallocated to the Non-Defaulting Lenders as provided in Section 2.3 [Commitment Fees]2.26(a)(i); in the case of a Defaulting Lender, without limiting the provisions of Section 2.26(a)(ii), the Borrower Cash Collateralizes its reimbursement obligations in respect of such Letter of Credit or such Swingline Loan in an amount at least equal to the aggregate amount of the unreallocated obligations (iicontingent or otherwise) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether respect of such Letter of Credit or such Swingline Loan, or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or Borrower makes other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply arrangements satisfactory to the vote Administrative Agent, the applicable Issuing Bank and the Swingline Lender, as the case may be, in their sole discretion to protect them against the risk of a non-payment by such Defaulting Lender Lender; and in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part the Borrower agrees that the face amount of the outstanding Swing Loans and such requested Letter of Credit Obligations or the principal amount of such requested Swingline Loan will be reduced by an amount equal to the unreallocated, non-Cash Collateralized portion thereof as to which such Defaulting Lender shall would otherwise be reallocated among liable, in which case the nonobligations of the Non-Defaulting Lenders in respect of such Letter of Credit or such Swingline Loan will, subject to the limitation in the proviso below, be on a pro rata basis in accordance with their respective Ratable Shares but only to the extent that (x) Commitments of the Revolving Facility Usage does not exceed the total of all nonNon-Defaulting Lenders' , and the pro rata payment provisions of Section 2.22 will be deemed adjusted to reflect this provision; provided that the sum of each Non-Defaulting Lender’s total Revolving Credit Commitments, and (y) no Potential Default or Event Exposure may not in any event exceed the Revolving Commitment of Default has occurred and is continuing such Non-Defaulting Lender as in effect at the time of such time; 41reduction.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for then, so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on , the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans Commitments of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]9.02); provided, that this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at . In the time event that the Administrative Agent and the Term Facility Borrower each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender becomes to be a Defaulting Lender, then: (a) all or any part then the Administrative Agent will so notify the parties hereto, whereupon as of the outstanding Swing Loans effective date specified in such notice and Letter of Credit Obligations of subject to any conditions set forth therein such Lender will cease to be a Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only Lender; provided, however, that except to the extent that (x) otherwise expressly agreed by the Revolving affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of the Term Facility Usage does not exceed the total of all non-Borrower or any other party hereunder arising from such Lender’s having been a Defaulting Lenders' Revolving Credit CommitmentsLender, and (y) no Potential Default or Event of Default has occurred the Term Facility Borrower and is continuing at such time; 41other party shall retain and reserve any such claim.

Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the Administrative Agent shall deliver written notice to such effect upon obtaining knowledge of such event to the Borrower and such Defaulting Lender, and the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) facility fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.03 to extent allocable to the outstanding principal amount of the Advances funded by it (and the Borrower shall not be required to pay such fee that otherwise would have been required to have been paid to that Defaulting Lender); (ii) the Commitment and outstanding Loans Commitments of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders Lenders, as the case may be, have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01); provided that such Defaulting Lender shall continue to have voting rights with respect to (x) any amendment, waiver or other modification pursuant consent that would increase or extend such Defaulting Lender’s commitment or postpone any scheduled date of payment of or reduce the principal of, or interest on any Advances or fees owing to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this such Defaulting Lender (except as set forth in clause (iii) shall not apply to the vote of a Defaulting Lender in the case of an above), (y) any amendment, waiver or other modification requiring consent modifying the terms of this proviso, or (z) any amendment, waiver or consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than any other Lender or each Lender directly any other affected therebyLender, as the case may be; (iii) if any Swing Loans are outstanding amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any Letter amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.13) shall be deemed to have satisfied such payment obligation owing to such Defaulting Lender but, in lieu of Credit Obligations exist at the time being distributed to such Lender becomes a Defaulting Lender, then: subject to any applicable requirements of law, be applied (ai) all or first, to the payment of any part of the outstanding Swing Loans and Letter of Credit Obligations of amounts owing by such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that Administrative Agent hereunder, (xii) second, to the Revolving Facility Usage does not exceed the total funding of all non-any Advance in respect of which such Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default Lender has occurred and is continuing at such time; 41failed to fund its portion thereof as required by this

Defaulting Lenders. Section 2.16 Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ithe commitment fee pursuant to Section 2.09(a) fees shall cease to accrue on the unfunded portion of the Revolving Credit(a) Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of so long as it is a Defaulting Lender in (except to the case of extent it is payable to an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected therebyL/C Issuer pursuant to clause (b)(v) below); (iii) if any Swing Loans are outstanding Line Loans, L/C Obligations or any Letter of Credit Obligations Protective Advance Participations exist at the time such time(b) a Lender becomes a Defaulting Lender, Lender then: (a) all or any part of such Swing Line Loans, L/C Obligations and Protective Advance(i) Participations shall be reallocated among the outstanding Swing Loans non-Defaulting Lenders to the extent that the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and Letter of Credit Obligations unless the Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time) as follows: all or any part of such Defaulting Lender Lender’s U.S. Swing Line Participations, U.S.(A) L/C Participations and U.S. Protective Advance Participations shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares U.S. Applicable Adjusted Percentages, but only to the extent that (x1) the sum of all non-Defaulting Lenders’ U.S. Revolving Facility Usage Credit Exposures plus such Defaulting Lender’s U.S. Swing Line Participations, U.S. L/C Participations and U.S. Protective Advance Participations does not exceed the total of all non-Defaulting Lenders' ’ U.S. Revolving Credit Commitments and (2) the sum of each non-Defaulting Lender’s U.S. Revolving Credit Exposures plus that non-Defaulting Lender’s U.S. Applicable Adjusted Percentage of -127- CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6 such Defaulting Lender’s (x) U.S. Swing Line Participations (y) U.S. L/C Participations and (z) U.S. Protective Advance Participations does not exceed the amount of such non-Defaulting Lender’s U.S. Revolving Credit Commitments; and all or any part of such Defaulting Lender’s Canadian Protective Advance(B) Participations shall be reallocated among the non-Defaulting Lenders in accordance with their respective Canadian Applicable Adjusted Percentages, but only to the extent that (1) the sum of all non-Defaulting Lenders’ Canadian Revolving Credit Exposures and Canadian Protective Advance Participations does not exceed the total of all non-Defaulting Lenders’ Canadian Revolving Credit Commitments and (2) the sum of each non-Defaulting Lender’s Canadian Revolving Credit Exposures plus that non-Defaulting Lender’s Canadian Applicable Adjusted Percentage of such Defaulting Lender’s Canadian Protective Advance Participations does not exceed the amount of such non-Defaulting Lender’s Canadian Revolving Credit Commitments; if the reallocation described in clause (i) above cannot, or can only partially, be effected,(ii) the U.S. Borrower shall within one Business Day following notice by the Administrative Agent without prejudice for any right or remedy available to it hereunder or under law (x) first, prepay such Defaulting Lender’s Swing Line Participations and Protective Advance Participations and (y) second, Cash Collateralize such Defaulting Lender’s L/C Participations (after giving effect to any partial reallocation pursuant to clause (i) above) in a manner reasonably satisfactory to the Administrative Agent and the L/C Issuer; if any portion of such Defaulting Lender’s L/C Obligations is Cash Collateralized(iii) pursuant to clause (ii) above, the U.S. Borrower shall not be required to pay the Letter of Credit Fee with respect to such portion of such Defaulting Lender’s L/C Obligations so long as it is Cash Collateralized; if any portion of such Defaulting Lender’s L/C Obligations is reallocated to the(iv) non-Defaulting Lenders pursuant to clause (i) above, then the Letter of Credit Fee with respect to such portion shall be allocated among the non-Defaulting Lenders in accordance with their U.S. Applicable Adjusted Percentages; or if any portion of such Defaulting Lender’s L/C Obligations is neither Cash Collateralized(v) nor reallocated pursuant to this Section 2.16(b), then, without prejudice to any rights or remedies of any L/C Issuer or any Lender hereunder, the Letter of Credit Fee payable with respect to such Defaulting Lender’s L/C Obligations shall be payable to the applicable L/C Issuer until such L/C Obligations are Cash Collateralized and/or reallocated; Notwithstanding the foregoing, subject to Section 10.23, no Potential Default reallocation hereunder shall(vi) constitute a waiver or Event release of Default any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation; In the event that the Administrative Agent, the U.S. Borrower, the L/C Issuers or the Swing Line(c) Lender, as the case may be, each agrees that a Defaulting Lender has occurred adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swing Line Participations, L/C Participations and is continuing at such time; 41-128- CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender: (ia) commitment fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.12(a); (iib) the Revolving Commitment and outstanding Loans Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]9.02); provided, provided that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender or each Lender directly affected therebyin accordance with the terms hereof; (iiic) if any Swing Loans are outstanding or any Letter of Credit Obligations exist LC Exposure exists at the time such Revolving Lender becomes a Defaulting Lender, then: (ai) all or any part of the outstanding Swing Loans Swingline Exposure (other than (x) any portion thereof with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.04(c) and Letter (y) the portion of Credit Obligations the Swingline Exposure referred to in clause (b) of the definition thereof) and LC Exposure (other than any portion thereof attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation as contemplated by Sections 2.05(e) and 2.05(f)) of such Defaulting Lender shall be reallocated among the nonNon-Defaulting Revolving Lenders in accordance with their respective Ratable Shares Applicable Percentages but only to the extent that (x) the sum of all Non-Defaulting Revolving Facility Usage Lenders’ Revolving Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total sum of all nonNon-Defaulting Revolving Lenders' ’ Revolving Credit Commitments; provided that no reallocation under this clause (i) shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Revolving Lender as a result of such Non-Defaulting Revolving Lender’s increased exposure following such reallocation; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (A) first, prepay the portion of such Defaulting Lender’s Swingline Exposure that has not been reallocated and (yB) no Potential Default or Event second, cash collateralize for the benefit of Default the Issuing Banks the portion of such Defaulting Lender’s LC Exposure that has occurred and not been reallocated in accordance with the procedures set forth in Section 2.05(i) for so long as such LC Exposure is continuing at outstanding; (iii) if the Borrower cash collateralizes any portion of such time; 41Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay participation fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.12(a); (iib) any payment of principal, interest, fees or other amounts received by the Commitment and outstanding Loans Administrative Agent for the account of such Defaulting Lender shall not be included in determining (whether the Required Lenders have taken voluntary or may take any action hereunder (including any consent to any amendmentmandatory, waiver or other modification at maturity, pursuant to Section 11.1 [Modifications, Amendments 2.18(b) or Waivers]); provided, that this clause (iiotherwise) shall not apply to or received by the vote of Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank hereunder; third, to cash collateralize the Issuing Banks’ LC Exposure with respect to such Defaulting Lender in accordance with this Section 2.20; fourth, as the case Borrower may request (so long as no Default or Event of an amendmentDefault exists), waiver or other modification requiring to the consent funding of any Loan in respect of which such Defaulting Lender or each has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Banks’ future LC Exposure with respect to such Defaulting Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter with respect to future Letters of Credit Obligations exist at issued under this Agreement, in accordance with this Section 2.20; sixth, to the time such Lender becomes payment of any amounts owing to the Lenders, the Issuing Banks as a Defaulting result of any judgment of a court of competent jurisdiction obtained by any Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations Issuing Banks against such Defaulting Lender as a result of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh, so long as no Default or Event of Default exists, to the extent payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the Revolving Facility Usage does principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitmentsfully funded its appropriate share, and (y) no Potential Default such Loans were made or Event the related Letters of Default has occurred Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and is continuing at LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such time; 41Defaulting Lender until such time as all Loans and funded and unfunded participations in the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause (d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or 57

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for then, so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on , the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans Commitments of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]9.02); provided, that this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at . In the time event that the Administrative Agent and the Term Facility Borrower each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender becomes to be a Defaulting Lender, then: (a) all or any part then the Administrative Agent will so notify the parties hereto, whereupon as of the outstanding Swing Loans effective date specified in such notice and Letter of Credit Obligations of subject to any conditions set forth therein such Lender will cease to be a Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only Lender; provided, however, that except to the extent that (x) otherwise expressly agreed by the Revolving affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of the Term Facility Usage does not exceed the total of all non-Borrower or any other party hereunder arising from such Lender’s having been a Defaulting Lenders' Revolving Credit CommitmentsLender, and (y) no Potential Default or Event of Default has occurred the Term Facility Borrower and is continuing at such time; 41other party shall retain and reserve any such claim. SECTION 2.19

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees Fees shall cease to accrue on the unfunded portion of the any Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; 2.12(a) and, subject to clause (iid)(iv) below, on the Commitment participation of such Defaulting Lender in Letters of Credit pursuant to Section 2.12(b) and outstanding Loans pursuant to any other provisions of this Agreement or other Loan Document. The Commitments and the Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, each affected Lender, the Required Lenders, or such other number of Lenders as may be required hereby or under any other Loan Document have taken or may take any action hereunder (including any consent to any amendmentwaiver, waiver amendment or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]9.02); providedprovided that any waiver, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver amendment or other modification requiring the consent of such Lender all Lenders or each affected Lender directly which affects such Defaulting Lender disproportionately and adversely relative to other affected therebyLenders shall require the consent of such Defaulting Lender. 129379097_5 #96094974v22 Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of any Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 2.11, Section 2.15, Section 2.16, Section 2.17, Section 2.18, Article 7, Section 9.05 or otherwise, and including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to Section 9.09), shall be applied at such time or times as may be determined by the Administrative Agent and, where relevant, the Lead Borrower as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; (iii) second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any applicable Issuing Bank or Swingline Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable Issuing Bank, to be held as Cash collateral for future funding obligations of such Defaulting Lender in respect of any Swing Loans are outstanding or participation in any Letter of Credit Obligations exist Credit; fourth, so long as no Default or Event of Default exists as the Lead Borrower may request, to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement; fifth, as the Administrative Agent or the Lead Borrower may elect, to be held in a deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Revolving Loans that such Defaulting Lender has committed to fund (if any) under this Agreement; sixth, to the payment of any amounts owing to the non-Defaulting Lenders, Issuing Banks or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any non-Defaulting Lender, any Issuing Bank or Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, to the payment of any amounts owing to the Lead Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Lead Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Revolving Loan or LC Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share and (y) such Revolving Loan or LC Exposure was made or created, as applicable, at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and LC Exposure owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or LC Exposure owed to, such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to any Defaulting Lender that are applied (or held) to pay amounts owed by any Defaulting Lender or to post Cash collateral pursuant to this Section 2.21(c) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. If any LC Exposure or Swingline Exposure exists at the time such any Lender becomes a Defaulting Lender, Lender then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations LC Exposure or the Swingline Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders of the applicable class in accordance with their respective Ratable Shares Applicable Percentages of such class but only to the extent that (xA) the sum of all non-Defaulting Lenders’ Revolving Facility Usage Credit Exposures of any Class does not exceed the total of all non-Defaulting Lenders' ’ Commitments in respect of such Class and (B) the Revolving Credit CommitmentsExposure of any non-Defaulting Lender with respect to any Class does not exceed such non-Defaulting Lender’s Commitment in respect of such Class; if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Lead Borrower shall, without prejudice to any other right or remedy available to it hereunder or under law, within two (2) Business Days following notice by the Administrative Agent, (x) first, prepay such Swingline Loans and (y) no Potential Default second, Cash collateralize 100% of such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to paragraph (i) above and any Cash collateral provided by such Defaulting Lender or Event pursuant to Section 2.21(c) above) or make other arrangements reasonably satisfactory to the Administrative Agent and to the applicable Issuing Bank with respect to such LC Exposure and obligations to fund participations. Cash collateral (or the appropriate portion thereof) provided to reduce LC Exposure or other obligations shall be released promptly following (A) the elimination of Default has occurred and is continuing at such time; 41the applicable LC Exposure or other obligations giving rise thereto (including by the termination of 129379097_5 #96094974v22 133208524_1 the Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 2.19)) or (B) the Administrative Agent’s good faith determination that there exists excess Cash collateral (including as a result of any subsequent reallocation of LC Exposure among non-Defaulting Lenders described in clause (i) above);

Defaulting Lenders. Notwithstanding any provision of this Agreement anything to the contrarycontrarySECTION 2.21 contained in this Agreement, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long then, until such time as such that Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: (iWaivers and Amendments. That Defaulting Lender’s right to approve or(a) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to disapprove any amendment, waiver or consent with respect to this Agreement or any other modification Loan Document shall be restricted as set forth in Section 11.1(c); Reallocation of Defaulting Lender Commitment, Etc.(b) the Letter of Credit participation pursuant to Section 11.1 [Modifications2.4(f) and(i) Swingline Loan participation pursuant to Section 2.3(c), Amendments or Waivers]); providedin each case, that this clause (ii) shall not apply of such Defaulting Lender will, subject to the vote of a Defaulting Lender limitation in the case of an amendmentfirst proviso below, waiver or other modification requiring automatically be reallocated (effective on the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time day such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the nonRevolving Credit Lenders that are Non-Defaulting Lenders pro rata in accordance with their respective Ratable Shares but only Revolving Credit Commitments; provided that (A) the outstanding amount of each such Non-Defaulting Lender’s Revolving Loans, L/C Obligations and participations in Swingline Loans (with the aggregate amount of such Lenders’ risk participations and funded participation in L/C Obligations and Swingline Loans being deemed “held” by such Lender) may not in any event exceed the Revolving Credit Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the U.S. Borrower, the Administrative Agent, the L/C Issuers, the Swingline Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; to the extent that any portion (xthe “unreallocated portion”) of the(ii) Defaulting Lender’s Letter of Credit participation pursuant to Section 2.4(f) and Swingline Loan participation pursuant to Section 2.3(c) cannot be so reallocated, whether by reason of the Revolving Facility Usage does first proviso in clause (i) above or otherwise, the U.S. Borrower will, not exceed later than two (2) Business Days after demand by the total Administrative Agent (at the direction of all the L/C Issuer and/or the Swingline Lender, as the case may be), (1) cash collateralize the obligations of the U.S. Borrower to the L/C Issuers and the Swingline Lender in respect of such Letter of Credit participation pursuant to Section 2.4(f) and the Swingline Loan participation pursuant to Section 2.3(c), as the case may be, in an amount equal to the aggregate amount of the unreallocated 103 [[5628733]] portion of such Letter of Credit participation pursuant to Section 2.4(f) and the Swingline Loan participation pursuant to Section 2.3(c), or (2) in the case of such Swingline Loan participation pursuant to Section 2.3(c), prepay (subject to clause (iii) below) and/or cash collateralize in full the unreallocated portion thereof, or (3) make other arrangements satisfactory to the Administrative Agent, and to the L/C Issuers and the Swingline Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lenders' Revolving Credit CommitmentsLender; and any payment of principal, and interest, fees or other amounts received by the(iii) Administrative Agent for the account of that Defaulting Lender (y) whether voluntary or mandatory, at maturity, pursuant to Article 9 or otherwise), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuers hereunder (pro rata as to the respective amounts owing to each of them); third, if so determined by the Administrative Agent or requested by the L/C Issuers or the Swingline Lender, to be held as cash collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; fourth, as the U.S. Borrower may request (so long as no Potential Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has occurred failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the U.S. Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is continuing a payment of the principal amount of any Loans or extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing, in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or such extensions of credit from a drawing under a Letter of Credit were made at a time when the conditions set forth in Section 3.2 were satisfied or waived, such timepayment shall be applied solely to pay the Loans of, and extensions of credit from a drawing under a Letter of Credit owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or such extensions of credit from a drawing under a Letter of Credit owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.21(b) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto; 41Fees. That Defaulting Lender (x) shall not be entitled to receive any fees or(c) premiums pursuant to Section 2.11 or the Fee Letter (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees or premiums); provided that, in the case of a Defaulting Lender that was or is a Revolving Credit Lenders (x) to the extent that a portion of the Letter of Credit participation pursuant to Section 2.4(f) of such Defaulting Lender is reallocated to the 104 [[5628733]]

Defaulting Lenders. Notwithstanding In the event that (x) any provision Revolving Lender shall become a Defaulting Lender or (y) S&P, Xxxxx’x and Xxxxxxxx’x BankWatch (or InsuranceWatch Ratings Service, in the case of this Agreement to the contraryLenders that are insurance companies (or Best’s Insurance Reports, if such insurance company is not rated by Insurance Watch Ratings Service)) shall, after the date that any Lender becomes a Defaulting Revolving Lender, then downgrade the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment long-term certificate deposit ratings of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; Lender, and the resulting ratings shall be below BBB-, Baa3 and C (ii) or BB, in the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote case of a Defaulting Lender that is an insurance company (or B, in the case of an amendmentinsurance company not rated by InsuranceWatch Ratings Service)) (or, waiver with respect to any Revolving Lender that is not rated by any such ratings service or other modification requiring provider, the consent Issuing Bank shall have reasonably determined that there has occurred a material adverse change in the financial condition of any such Lender, or a material impairment of the ability of any such Lender to perform its obligations hereunder, as compared to such condition or each Lender directly affected thereby; (iii) if ability as of the date that any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes became a Revolving Lender) (any Lender falling within the foregoing clause (y), a “Prospective Defaulting Lender”) then the Issuing Bank shall have the right, then: but not the obligation, at its own expense, upon notice to such Lender and the Administrative Agent, to replace such Lender with an assignee (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only and subject to the extent restrictions contained in Section 9.6(c)), and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6(c)) all its interests, rights and obligations in respect of its Revolving Commitment to such assignee; provided, however, that (xi) no such assignment shall conflict with any law, rule and regulation or order of any Governmental Authority and (ii) the Issuing Bank or such assignee, as the case may be, shall pay to such Lender in immediately available funds on the date of such assignment the principal of and unpaid interest accrued to the date of payment on the Revolving Facility Usage does not exceed the total of Loans made by such Lender hereunder together with all non-Defaulting Lenders' Revolving Credit Commitments, then unpaid and (y) no Potential Default or Event of Default has occurred and is continuing accrued interest with respect thereto at such time; 41time and an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.10.

Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if at any time there exists a Revolving Credit Lender becomes that is a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iiia) if any Swing Loans are outstanding or any Letter of Credit Obligations exist L/C Exposure exists at the such time such Lender becomes a Defaulting Lender, then: then (ai) all or any part of the outstanding Swing Loans and Letter of Credit Obligations L/C Exposure of such Defaulting Lender shall be reallocated among the non-Revolving Credit Lenders that are not Defaulting Lenders in accordance with their respective Ratable Shares Applicable Percentage but only to the extent that (x) the sum of all such non-Defaulting Lenders’ Revolving Facility Usage Credit Exposures plus such Defaulting Lender’s L/C Exposure does not exceed the total of all such non-Defaulting Lenders' ’ Revolving Credit Commitments; provided that at no time shall any non-Defaulting Lender’s Revolving Credit Exposure exceed such non-Defaulting Lender’s Revolving Credit Commitments, (ii) if the reallocation described in clause (i) cannot, or can only partially, be effected, following notice by the Administrative Agent the Borrowers shall cash collateralize for the benefit of the L/C Issuers only the Borrowers’ obligations corresponding to such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.15 for so long as such L/C Exposure is outstanding, (iii) if the Borrowers cash collateralizes any portion of such Defaulting Lender’s L/C Exposure pursuant to clause (ii) above, the Borrowers shall not be required to pay any Letter of Credit Fees with respect to such Defaulting Lender’s L/C Exposure during the period such Defaulting Lender’s L/C Exposure is cash collateralized, (iv) if the L/C Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.03(j) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages and (yv) if all or any portion of such Defaulting Lender’s L/C Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any L/C Issuer or any other Lender hereunder, all Letter of Credit Fees with respect to such Defaulting Lender’s L/C Exposure shall be payable to the L/C Issuers until and to the extent that such L/C Exposure is reallocated and/or cash collateralized and (b) so long as such Lender is a Defaulting Lender, the L/C Issuers shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding L/C Exposure will be entirely covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 2.16(a), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.16(a)(i) (and such Defaulting Lender shall not participate therein). Subject to Section 10.23, no Potential Default reallocation described above shall constitute a waiver or Event release of Default has occurred any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation. Without limiting Section 10.01, this Section 2.16 may not be amended, waived or otherwise modified without the prior written consent of the Administrative Agent and is continuing at such time; 41the L/C Issuers.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.09 ; (ii) the Commitment and outstanding Loans Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected therebyhereunder; (iii) if any Swing Line Loans are shall be outstanding or any Letter of Credit Obligations exist at the time such a Lender becomes a Defaulting Lender, Lender then: (aA) all or any part of the outstanding unfunded participations in and commitments with respect to such Swing Line Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares pro rata Credit Exposures but only to the extent that (x) the Revolving Facility Usage sum of all non-Defaulting Lenders’ Credit Exposure plus such Defaulting Lenders’ Loans and participations in and commitments with respect to Loans does not exceed the total of all non-Defaulting Lenders' Revolving Lender’s Commitments and no individual Lender’s Credit Commitments, Exposure exceeds its Commitment and (y) no Potential Default or Event of Default has occurred and is continuing the conditions set forth in Article IV are satisfied at such time. (B) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent, prepay the outstanding Swing Line Loans that were not reallocated; 41(iv) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.15 but excluding Section 2.16 ) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, to the payment of any amounts owing by such Defaulting Lender to the Swing Line Lender hereunder, (iii) third, to the funding of any Loan or the funding of any participating interest in any Swing Line Loan or in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (v) fifth, to the payment of any amounts owing to the Borrower or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Borrower or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this 38

Defaulting Lenders. Notwithstanding (a) If any provision Letters of this Agreement to Credit or Swing Line Borrowings are outstanding at the contrary, if any time a Lender becomes a Defaulting Lender, then and the following provisions shall apply for so long as such Lender is a Defaulting LenderCommitments have not been terminated in accordance with Section 6.1, then: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment so long as no Default has occurred and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendmentis continuing, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the Available Amount of outstanding Letters of Credit and the principal amount of all outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender Line Borrowings shall be ratably reallocated among the non-Lenders that are not Defaulting Lenders (“non- Defaulting Lenders”) in accordance with their respective Ratable Shares (disregarding any Defaulting Lender’s Commitment) but only to the extent that the sum of (xA) the Revolving Facility Usage aggregate principal amount of all Advances made by such non-Defaulting Lenders (in their capacity as Lenders) and outstanding at such time, plus (B) such non-Defaulting Lenders’ Ratable Shares (before giving effect to the reallocation contemplated herein) of the Available Amount of all outstanding Letters of Credit and of outstanding Swing Line Borrowings, plus (C) the aggregate principal amount of all Advances made by each Issuing Bank pursuant to Section 2.2(c) that have not been ratably funded by such non-Defaulting Lenders and outstanding at such time, plus (D) such Defaulting Lender’s Ratable Share of the Available Amount of such Letters of Credit and Swing Line Borrowings, does not exceed the total of all non-Defaulting Lenders' Revolving ’ Commitments. (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within one Business Day following notice by the Administrative Agent, cash collateralize such Defaulting Lender’s Ratable Share of the Available Amount of such Letters of Credit Commitmentsand such Swing Line Borrowings (after giving effect to any partial reallocation pursuant to clause (i) above) by paying cash collateral to the applicable Issuing Bank or the applicable Swing Line Bank, as applicable, for so long as such Letters of Credit or Swing Line Borrowings are outstanding; (iii) if the Ratable Shares of Letters of Credit of the non-Defaulting Lenders are reallocated pursuant to this Section 2.19(a), then the fees payable to the Lenders pursuant to Section 2.5(b)(i) shall be adjusted in accordance with such non-Defaulting Lenders’ Ratable Shares of Letters of Credit; or (iv) if any Defaulting Lender’s Ratable Share of Letters of Credit is neither cash collateralized nor reallocated pursuant to Section 2.19(a), then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, all letter of credit fees payable under Section 2.6(b)(i) with respect to such Defaulting Lender’s Ratable Share of Letters of Credit shall be payable to the applicable Issuing Bank until such Xxxxxx’s Ratable Share of Letters of Credit is cash collateralized and/or reallocated. (b) So long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, and no Swing Line Bank shall be required to fund any Swing Line Advance, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the applicable Borrower in accordance with Section 2.19(a), and participating interests in any such newly issued or increased Letter of Credit or Swing Line Borrowings shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.19(a)(i) (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41Defaulting Lenders shall not participate therein).

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) commitment fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.11(a); (iib) the Commitment Commitments and outstanding Loans Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or Majority in Interest of Lenders of any Class have taken or may take any action hereunder (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 11.1 [Modifications9.02), Amendments or Waivers]); provided, provided that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof; (c) if any Swingline Exposure or each LC Exposure exists at the time a Global Tranche Lender directly affected therebybecomes a Defaulting Lender then: (i) the Swingline Exposure and the LC Exposure of such Defaulting Lender (other than (x) any portion of such Swingline Exposure referred to in clause (b) of the definition of the term “Swingline Exposure” and (y) any portion of such Swingline Exposure or LC Exposure with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.04(c) or Sections 2.05(d) and 2.05(e), as applicable) shall be reallocated among the Non-Defaulting Lenders that are Global Tranche Lenders in proportion to their respective Global Tranche Percentages, but only to the extent the sum of all such Non-Defaulting Lenders’ Global Tranche Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure (other than any portion thereof referred to in the parenthetical clause above) plus such Defaulting Lender’s LC Exposure (other than any portion thereof referred to in the parenthetical clause above) does not exceed the sum of all such Non-Defaulting Lenders’ Global Tranche Revolving Commitments; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Global Tranche Borrowers shall within five Business Days following notice by the Administrative Agent (x) first, prepay the portion of such Defaulting Lender’s Swingline Exposure (other than any portion thereof referred to in the first parenthetical clause in such clause (i)) that has not been reallocated as set forth in such clause (i) and (y) second, in the case of the Parent Borrower, cash collateralize for the benefit of the Issuing Banks such Defaulting Lender’s LC Exposure (other than any portion thereof referred to in the first parenthetical clause in such clause (i)) that has not been reallocated in accordance with the procedures set forth in Section 2.05(j) for so long as such LC Exposure is outstanding; (iii) if the Parent Borrower cash collateralizes any Swing Loans are outstanding portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Parent Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.11(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized; (iv) if the LC Exposure of such Defaulting Lender is reallocated pursuant to clause (i) above, then the fees payable to the Non-Defaulting Lenders pursuant to Sections 2.11(a) and 2.11(b) shall be adjusted in accordance with the amounts of LC Exposure reallocated to the Non-Defaulting Lenders; and (v) if all or any Letter portion of such Defaulting Lender’s LC Exposure that is subject to reallocation pursuant to clause (i) above is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Banks or any other Lender hereunder, all letter of credit fees payable under Section 2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Banks (and allocated among them ratably based on the amount of such portion of the LC Exposure of such Defaulting Lender attributable to Letters of Credit Obligations exist at issued by each Issuing Bank) until and to the time extent that such LC Exposure is reallocated and/or cash collateralized; and (d) so long as a Global Tranche Lender becomes is a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Swingline Lender shall not be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only required to the extent that (x) the Revolving Facility Usage does fund any Swingline Loan and any Issuing Bank shall not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitmentsbe required to issue, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41amend

Defaulting Lenders. Notwithstanding any provision of this Agreement Anything contained herein to the contrarycontrary notwithstanding, if in the event that any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall cease be deemed not to accrue be a “Lender,” and the amount of such Defaulting Lender’s Revolving Commitment, Revolving Loans, Term Commitments, Term Loans, Swingline Exposure and LC Exposure shall be excluded for purposes of voting, and the calculation of voting, on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents, except that the amount of such Defaulting Lender’s Revolving Commitment, Revolving Loans, Term Commitments, Term Loans, Swingline Exposure and LC Exposure shall be included for purposes of voting, and the calculation of voting, on the unfunded portion matters set forth in Sections 11.02(b)(i)-(viii) and 11.02(b)(x)-(xii) (including the granting of any consents or waivers) only to the extent that any such matter disproportionately affects such Defaulting Lender; (ii) to the extent permitted by applicable Legal Requirements, until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, (A) any optional prepayment of the Commitment Revolving Loans pursuant to Section 2.10(a) shall, if the Administrative Borrower so directs at the time of making such optional prepayment, be applied to the Revolving Loans of other Revolving Lenders in accordance with Section 2.10 as if such Defaulting Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender were zero, and (B) any mandatory prepayment of the Revolving Loans pursuant to Section 2.3 [Commitment Fees]2.10 shall, if the Administrative Borrower so directs at the time of making such mandatory prepayment, be applied to the Revolving Loans and Revolving Exposure of other Revolving Lenders (but not to the Revolving Loans and Revolving Exposure of such Defaulting Lender) in accordance with Section 2.10 as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it being understood and agreed that the Borrowers shall be entitled to retain any portion of any mandatory prepayment of the Revolving Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (B); (iiiii) the amount of such Defaulting Lender’s Revolving Commitment, Revolving Loans and LC Exposure shall be excluded for purposes of calculating the Commitment Fee payable to Revolving Lenders pursuant to Section 2.05(a) in respect of any day during any Default Period with respect to such Defaulting Lender, and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take entitled to receive any action hereunder (including any consent to any amendment, waiver or other modification Commitment Fee pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii2.05(a) shall not apply with respect to the vote such Defaulting Lender’s Revolving Commitment in respect of a any Default Period with respect to such Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected therebyLender; (iiiiv) if any Swing Loans are outstanding Swingline Exposure or any Letter of Credit Obligations exist LC Exposure exists at the time such a Revolving Lender becomes a Defaulting Lender, Lender then: (aA) all or any part of the outstanding Swing Loans such Swingline Exposure and Letter of Credit Obligations of such Defaulting Lender LC Exposure shall be reallocated among the non-Revolving Lenders that are not Defaulting Lenders in accordance with their respective Ratable Shares but Revolving Commitments but, in any case, only to the extent that (x) the sum of the Revolving Facility Usage Exposures of all Revolving Lenders that are not Defaulting Lenders does not exceed the total of the Revolving Commitments of all Revolving Lenders that are not Defaulting Lenders; (B) if the reallocation described in clause (A) above cannot, or can only partially, be effected (as reasonably determined by the Administrative Agent), the Borrowers, jointly and severally, shall within one Business Day following notice by the Administrative Agent (x) prepay such Swingline Exposure of such Defaulting Lender and (y) Cash Collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with the procedures set forth in Section 2.18(i) for so long as such LC Exposure is outstanding; (C) if the Borrowers Cash Collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to this clause (iv), the Borrowers shall not be required to pay any LC Participation Fee to such Defaulting Lender pursuant to Section 2.05(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is Cash Collateralized; (D) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to this clause (iv), then the fees payable to the Revolving Lenders pursuant to Section 2.05 shall be adjusted in accordance with such non-Defaulting Lenders' ’ reallocated LC Exposure; and (E) if any Defaulting Lender’s LC Exposure is neither Cash Collateralized nor reallocated pursuant to this clause (iv), then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, all Commitment Fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Revolving Credit CommitmentsCommitment that was utilized by such LC Exposure) and LC Participation Fee payable under Section 2.05 with respect to such Defaulting Lender’s LC Exposure shall be payable to each applicable Issuing Bank until such LC Exposure is Cash Collateralized and/or reallocated; (v) the Revolving Exposure of all Lenders as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender; and (vi) so long as any Revolving Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with clause (iv) of this Section 2.16(c), and participating interests in any such newly issued or increased Letter of Credit or newly made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with clause (yiv)(A) no Potential Default or Event of Default this Section 2.16(c) (and Defaulting Lenders shall not participate therein). In the event that each of the Administrative Agent, the Borrowers, the Issuing Banks and the Swingline Lender agree that a Defaulting Lender has occurred adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure, LC Exposure and is continuing Revolving Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Revolving Lender’s Revolving Commitment and on such date such Revolving Lender shall purchase at par such time; 41of the Revolving Loans of the other Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Revolving Loans in accordance with its Revolving Commitment.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any (a) If (i) a Lender becomes a Defaulting Lender, or a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Credit Agreement that, pursuant to Section 11.4, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected, or a Lender imposes charges, costs and expenses unacceptable to Borrower under Section 3.4 (any such Defaulting Lender, Non-Consenting Lender or other Lender, a “Subject Lender”), (ii) no Default shall have occurred and be continuing, (iii) Borrower has obtained a commitment from another Lender or an Eligible Assignee (as defined in Section 11.7(h)), to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, and (iv) any such Lender or Eligible Assignee is approved by Administrative Agent, such approval not to be unreasonably withheld, then Borrower may require the following Subject Lender to assign any or all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of Section 11.7; provided, that, prior to or concurrently with such replacement, (A) the Subject Lender shall apply have received payment in full of all principal, interest, fees and other amounts owing to such Subject Lender through such date of replacement in respect of the applicable portion of the Subject Lender’s Commitments to be assigned and a release from its obligations (relating to the assigned portion) under the Loan Documents, (B) the processing fee, if any, required to be paid under Section 11.7 shall have been paid to the Administrative Agent, (C) all of the requirements for so long as such assignment contained in Section 11.7, including the consent of the Administrative Agent and the receipt by the Administrative Agent of an executed Assignment and Assumption and other supporting documents, have been fulfilled, and (D) if such Subject Lender is a Defaulting Non-Consenting Lender: (i) fees , each assignee shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendmentconsent, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time of such assignment, to each matter in respect of which such Subject Lender becomes was a Defaulting Lender, then: (a) all or any part of the outstanding Swing Non-Consenting Lender and Borrower also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41.

Defaulting Lenders. Notwithstanding any provision of this Agreement Anything contained herein to the contrarycontrary notwithstanding, if in the event that any Lender becomes (a “Defaulting Lender”) defaults (a “Funding Default”) in its obligation to fund any Loan (a “Defaulted Loan”) in accordance with Section 2.02 or is a Deteriorating Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease during any Default Period (as defined below) with respect to accrue on the unfunded portion of the Commitment of such Defaulting Lender or Deteriorating Lender, such Defaulting Lender or Deteriorating Lender shall be deemed not to be 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, (ii) to the extent permitted by Applicable Law during the Default Period (A) any voluntary prepayment of the FILO Loans pursuant to Section 2.3 [Commitment Fees]; (ii) 2.09 or of the Commitment Revolving Loans pursuant to Section 2.10 shall, if the Lead Borrower so requests at the time of making such voluntary prepayment and if the Administrative Agent, in its sole discretion, consents thereto, be applied to the Loans of other Lenders as if such Defaulting Lender or Deteriorating Lender had no Loans outstanding and the Revolving Exposure or FILO Loans of such Defaulting Lender or Deteriorating Lender were zero, and if the Administrative Agent does not so elect, the portion attributable to the Defaulting Lender or Deteriorating Lender shall not be included in determining whether held by Administrative Agent for the Required benefit of the Defaulting Lender or Deteriorating Lender, and as security (along with earnings, if any) for its obligations (y) under this Agreement to the Agents and the Lenders and (z) when all such obligations (contingent and otherwise) have taken or may take been satisfied, paid to the Borrowers, and (B) any action hereunder (including any consent to any amendment, waiver or other modification mandatory prepayment of the FILO Loans pursuant to Section 11.1 [Modifications2.09 or of the Revolving Loans pursuant to Section 2.10 shall, Amendments or Waivers]); provided, that this clause (ii) shall not apply to if the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist Lead Borrower so requests at the time of making such Lender becomes a Defaulting Lendermandatory prepayments and if the Administrative Agent, then: in its sole discretion, consents thereto, be applied to the FILO Loans or Revolving Loans, as applicable, of other Lenders (a) all but not to the FILO Loans or any part of the outstanding Swing Loans and Letter of Credit Obligations Revolving Loans, as applicable of such Defaulting Lender or Deteriorating Lender) as if such Defaulting Lender or Deteriorating Lender had funded all Defaulted Loans of such Defaulting Lender or Deteriorating Lender, it being understood and agreed that, if the Administrative Agent so elects, Borrowers shall be reallocated among entitled to retain any portion of any mandatory prepayment of the non-Loans that is not paid to such Defaulting Lenders in accordance with their respective Ratable Shares but only Lender or Deteriorating Lender solely as a result of the operation of the provisions of this clause (B) and if the Administrative Agent does not so elect, the portion attributable to the extent that Defaulting Lender or Deteriorating Lender shall be held by Administrative Agent for the benefit of the Defaulting Lender or Deteriorating Lender, and as security (xalong with earnings, if any) for its obligations (y) under this Agreement to the Revolving Facility Usage does not exceed Agents and the total of Lenders and (z) when all non-Defaulting Lenders' Revolving Credit Commitmentssuch obligations (contingent and otherwise) have been satisfied, the Borrowers, and (C) 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 Swingline Loan or Letter of Credit, (iii) upon the Administrative Agent providing prior written consent, such Defaulting Lender’s or Deteriorating Lender’s Revolving Commitment and outstanding Revolving Loans and such Defaulting Lender’s or Deteriorating Lender’s pro rata share of the LC Disbursements 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 or Deteriorating Lender, and upon the Administrative Agent providing prior written consent, such Defaulting Lender or Deteriorating Lender shall not be entitled to receive any Commitment Fee with respect to such Defaulting Lender’s or Deteriorating Lender’s Revolving Commitment in respect of any Default with respect to such Defaulting Lender or Deteriorating Lender and (iv) any portion of the Commitment Fee allocated to the Defaulting Lender or Deteriorating Lender shall be held by Administrative Agent for the benefit of the Defaulting Lender or Deteriorating Lender and as security (along with earnings, if any) for its obligations owed (y) no Potential Default or Event of Default has occurred under this Agreement to the Agent’s and is continuing at the Lenders and (z) when all such time; 41obligations (contingent and otherwise) have been satisfied, paid to the Borrowers.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) commitment fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.11(a); (iib) the Commitment and outstanding Loans Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]10.02); provided, that this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iiic) if any Swing Loans are outstanding Swingline Exposure or any Letter of Credit Obligations exist LC Exposure exists at the time such Lender becomes a Defaulting Lender, Lender then: (ai) all or any part of the outstanding Swing Loans Swingline Exposure and Letter of Credit Obligations LC Exposure of such Defaulting Lender (other than the portion of such Swingline Exposure referred to in clause (b) of the definition of such term) shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Credit Exposure to exceed its Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the Revolving Facility Usage does benefit of the relevant Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.05(j) for so long as such LC Exposure is outstanding; (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not exceed be required to pay any fees to such Defaulting Lender pursuant to Section 2.11(b)(i) with respect to such Defaulting Lender’s LC Exposure during the total period such Defaulting Lender’s LC Exposure is cash collateralized; (iv) if the LC Exposure of all the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.11(a) and Section 2.11(b) shall be adjusted in accordance with such non-Defaulting Lenders' Revolving Credit Commitments, ’ Applicable Percentages; and (yv) no Potential Default if all or Event any portion of Default has occurred and such Defaulting Lender’s LC Exposure is continuing at neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all commitment fees that otherwise would have been payable to such time; 41Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by 54

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any (a) If (i) a Lender becomes a Defaulting Lender, or a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Credit Agreement that, pursuant to Section 11.4, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected, or a Lender imposes charges, costs and expenses unacceptable to Borrower under Section 3.4 (any such Defaulting Lender, Non-Consenting Lender or other Lender, a “Subject Lender”), (ii) no Default shall have occurred and be continuing, (iii) Borrower has obtained a commitment from another Lender or an Eligible Assignee (as defined in Section 11.57(h)), to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, and (iv) any such Lender or Eligible Assignee is approved by Administrative Agent, such approval not to be unreasonably withheld, then Borrower may require the following Subject Lender to assign any or all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of Section 11.57; provided, that, prior to or concurrently with such replacement, (A) the Subject Lender shall apply have received payment in full of all principal, interest, fees and other amounts owing to such Subject Lender through such date of replacement in respect of the applicable portion of the Subject Lender’s Commitments to be assigned and a release from its obligations (relating to the assigned portion) under the Loan Documents, (B) the processing fee, if any, required to be paid under Section 11.57 shall have been paid to the Administrative Agent, (C) all of the requirements for so long as such assignment contained in Section 11.57, including the consent of the Administrative Agent and the receipt by the Administrative Agent of an executed Assignment and Assumption and other supporting documents, have been fulfilled, and (D) if such Subject Lender is a Defaulting Non-Consenting Lender: (i) fees , each assignee shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendmentconsent, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time of such assignment, to each matter in respect of which such Subject Lender becomes was a Defaulting Lender, then: (a) all or any part of the outstanding Swing Non-Consenting Lender and Borrower also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any (a) If (i) a Lender becomes a Defaulting Lender, or a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Credit Agreement that, pursuant to Section 11.4, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected, or a Lender imposes charges, costs and expenses unacceptable to Borrower under Section 3.4 (any such Defaulting Lender, Non-Consenting Lender or other Lender, a “Subject Lender”), (ii) no Default shall have occurred and be continuing, (iii) Borrower has obtained a commitment from another Lender or an Eligible Assignee (as defined in Section 11.5(h)), to purchase at par the Subject Lender’s Loans and assume the Subject Xxxxxx’s Commitments and all other obligations of the Subject Lender hereunder, and (iv) any such Lender or Eligible Assignee is approved by Administrative Agent, such approval not to be unreasonably withheld, then Borrower may require the following Subject Lender to assign any or all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of Section 11.5; provided, that, prior to or concurrently with such replacement, (A) the Subject Lender shall apply have received payment in full of all principal, interest, fees and other amounts owing to such Subject Lender through such date of replacement in respect of the applicable portion of the Subject Lender’s Commitments to be assigned and a release from its obligations (relating to the assigned portion) under the Loan Documents, (B) the processing fee, if any, required to be paid under Section 11.5 shall have been paid to the Administrative Agent, (C) all of the requirements for so long as such assignment contained in Section 11.5, including the consent of the Administrative Agent and the receipt by the Administrative Agent of an executed Assignment and Assumption and other supporting documents, have been fulfilled, and (D) if such Subject Lender is a Defaulting Non-Consenting Lender: (i) fees , each assignee shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendmentconsent, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time of such assignment, to each matter in respect of which such Subject Lender becomes was a Defaulting Lender, then: (a) all or any part of the outstanding Swing Non-Consenting Lender and Borrower also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.12(a); (iib) the Commitment Commitments and outstanding Loans Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 11.1 [Modifications9.02), Amendments provided that any waiver, amendment or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender all Lenders or each affected Lender directly which affects such Defaulting Lender differently than other affected therebyLenders shall require the consent of such Defaulting Lender; (iiic) if any Swing Loans are outstanding Swingline Exposure or any Letter of Credit Obligations exist LC Exposure exists at the time such a Lender becomes a Defaulting Lender, Lender then: (ai) all or any part of the outstanding Swing Loans such Swingline Exposure and Letter of Credit Obligations of such Defaulting Lender LC Exposure shall be reallocated among the non-Defaulting Lenders of the same Class (if any) in accordance with their respective Ratable Shares Applicable Percentages but only to the extent that (x) the sum of all non-Defaulting Lenders’ Revolving Facility Usage Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders' Revolving Credit ’ Commitments, and (y) no Potential Default or Event the sum of Default has occurred all non- Defaulting Lenders’ Revolving Credit Exposures of such Class plus such Defaulting Lender’s Swingline Exposure of such Class and is continuing LC Exposure does not exceed the total of such non-Defaulting Lenders’ Commitments of such Class and (z) the conditions set forth in Section 4.02 are satisfied at such time; 41;

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (icommitment fees pursuant to Section 2.09(a) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]the extent, and during the period, such Lender is a Defaulting Lender; (ii) the Commitment and outstanding Loans Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 11.1 [Modifications9.02, Amendments except for any amendment or Waivers]waiver described in Section 9.02(b)(i); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendmentor (iii)), waiver provided that any waiver, amendment or other modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lenders (as applicable) shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes to be a Defaulting Lender, then: (a) all or any part , on such date such Lender shall purchase at par such of the outstanding Swing Loans and Letter of Credit Obligations of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Defaulting Lender shall be reallocated among the non-Defaulting Lenders to hold such Loans in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41its Applicable Percentage.

Defaulting Lenders. Notwithstanding (a) If for any provision of this Agreement to the contrary, if reason any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes become a Defaulting Lender, then: (a) all , in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any part of other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the outstanding Swing Loans and Letter of Credit Obligations 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 reallocated among 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 accordance with their respective Ratable Shares but only 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 (to the extent that such Defaulting Lender is a Revolving Lender). The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (xi) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (yii) no Potential Default hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or Event of Default has occurred and expenses as to which it is continuing delinquent, together with interest thereon at the rate set forth in Section 2.13(c) hereof from the date when originally due until the date upon which any such time; 41amounts are actually paid.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.12(a); (iib) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 2.18(b) or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or Swingline Lender hereunder; third, to cash collateralize the Issuing Bank’s LC Exposure with respect to such Defaulting Lender in accordance with this Section; fourth, as the Borrower Representative may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent 75 and the Borrower Representative, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Bank’s future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by any Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in the Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause (d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto; (c) such Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly provided in Section 9.02(b)) and the Commitment and outstanding Loans Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments 9.02) or Waivers])under any other Loan Document; provided, that that, except as otherwise provided in Section 9.02, this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iiid) if any Swing Loans are outstanding Swingline Exposure or any Letter of Credit Obligations exist LC Exposure exists at the time such Lender becomes a Defaulting Lender, Lender then: (ai) all or any part of the outstanding Swing Loans Swingline Exposure and Letter of Credit Obligations LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares Applicable Percentages but only (x) to the extent that the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (xand, unless the Borrower Representative shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure and to exceed its Commitment; (ii) if the reallocation described in clause (i) above cannot, or Event can only partially, be effected, the Borrowers shall within one (1) Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of Default has occurred and is continuing at the relevant Issuing Banks only the Borrowers’ obligations corresponding to such time; 41Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) 76

Defaulting Lenders. Notwithstanding At any provision of this Agreement to the contrary, if any Lender becomes time that there shall exist a Defaulting Lender, then within one Business Day following the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion written request of the Commitment of Agent, the Borrowers shall Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender pursuant (determined after giving effect to Section 2.3 [Commitment Fees]; (ii2.15(c) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than 105% of the Commitment Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding Loans at such time (the “Minimum Collateral Amount”). The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Agent, for the benefit of itself, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund participations in respect of LC Disbursements, to be applied as provided below. If at any time the Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Agent as herein provided, or that the total amount of such Defaulting Lender shall not be included Cash Collateral is less than the Minimum Collateral Amount, the Borrowers will, promptly upon demand by the Agent, pay or provide to the Agent additional Cash Collateral in determining whether the Required Lenders have taken or may take any action hereunder an amount sufficient to eliminate such deficiency (including any consent after giving effect to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]Cash Collateral provided by the Defaulting Lender); provided, that this clause (ii) shall not apply . Notwithstanding anything to the vote contrary contained in this Agreement, Cash Collateral provided under this Section 2.4(k)(ii) or Section 2.15 in respect of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter Letters of Credit Obligations exist at shall be applied to the time such Lender becomes satisfaction of the Defaulting Lender’s obligation to fund participations in respect of LC Disbursements (including, as to Cash Collateral provided by a Defaulting Lender, then: any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. Cash Collateral (aor the appropriate portion thereof) all or any part provided to reduce the Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.4(k)(ii) following (A) the elimination of the outstanding Swing Loans and Letter applicable Fronting Exposure (including by the termination of Credit Obligations of such Defaulting Lender status of the applicable Lender), or (B) the determination by the Agent that there exists excess Cash Collateral; provided that, subject to Section 2.15 the Person providing Cash Collateral and the Agent may agree that Cash Collateral shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only held to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default support future anticipated Fronting Exposure or Event of Default has occurred and is continuing at such time; 41other obligations.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if (a) If any Lender becomes (a "Defaulting Lender"; and, for purposes hereof, any Lenders that is not a Defaulting Lender, a "Non-Defaulting Lender") shall for any reason fail to pay its Proportionate Share of an advance or disbursement to protect the Property or the lien of the Loan Documents, Administrative Agent and any of the Non-Defaulting Lenders may, but shall not be obligated to, make all or a portion of the Defaulting Lender's Proportionate Share of such advance; provided, however, that Administrative Agent or such Non-Defaulting Lender gives the Defaulting Lender and Administrative Agent three (3) Business Days prior notice of its intention to do so. The right to make such advances in respect of the Defaulting Lender shall be exercisable first by Administrative Agent, and then by the following provisions shall apply for so long Non-Defaulting Lender holding the greatest Proportionate Share, and thereafter to each of the Non-Defaulting Lenders in descending order of their respective Proportionate Shares or in such other manner as such the Required Lenders (excluding the Defaulting Lender) may agree on. Any Lender is making all or any portion of a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion 's Proportionate Share of the Commitment of such applicable Loan advance in accordance with the foregoing terms and conditions shall be referred to as a "Special Advance Lender". Subject to a Defaulting Lender's right to cure as provided in subsection (f), but notwithstanding anything else to the contrary contained in this Agreement, the Defaulting Lender's interest in, and any amounts due to a Defaulting Lender pursuant under, the Loan Documents (including, without limitation, all principal, interest, fees and expenses) shall be subordinate in lien priority and to Section 2.3 [Commitment Fees]; the repayment of all amounts (iiincluding, without limitation, interest) then or thereafter due or to become due to the Commitment other Lenders under the Loan Documents, and outstanding Loans of such the Defaulting Lender thereafter shall have no right to participate in any discussions among and/or decisions by the Lenders hereunder and/or under the other Loan Documents. Further, subject to subsection (f) below, any Defaulting Lender shall not be included in determining whether the Required Lenders have bound by any amendment to, or waiver of, any provision of, or any action taken or may take omitted to be taken by Administrative Agent and/or the other Lenders under, any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply Loan Document which is made subsequent to the vote of Defaulting Lender becoming a Defaulting Lender in and, during such period, the case Loan Commitment of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are and outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of principal amount held by such Defaulting Lender shall be reallocated among disregarded in any determination requiring the non-Defaulting approval of the Lenders in accordance with their respective Ratable Shares but only to or the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41Required Lenders hereunder.

Defaulting Lenders. Notwithstanding If any provision Funding Default is continuing and no Event of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Potential Event of Default has occurred and is continuing continuing, (i) Borrower may, if the Defaulting Lender shall fail to cure the default within five Business Days after Borrower's and/or Administrative Agent's request that it cure such default, by giving notice to Administrative Agent and any Defaulting Lender of its election to do so (a)(1) to replace such Defaulting Lender with one or more Eligible Assignees upon receipt by such Defaulting Lender of such notice; provided that, if such Defaulting Lender has any Loans outstanding at the time of such timereplacement, the written consent of Administrative Agent (which consent shall not be unreasonably withheld or delayed) shall be required in order for Borrower to make the election set forth in this clause (a); 41(ii) the Administrative Agent may, if such Defaulting Lender shall fail to cure the default within five Business Days after the Administrative Agent's request that it cure such default, by giving notice to Borrower and such Defaulting Lender of its election to do so (a) terminate the Commitment of such Defaulting Lender upon receipt by such Defaulting Lender of such notice and (b) cause Borrower to prepay on the date of such termination any outstanding Loans made by such Defaulting Lender, together with accrued and unpaid interest thereon and any other amounts payable to such Defaulting Lender hereunder pursuant to subsection 2.4C or otherwise; or (iii) Borrower or the Administrative Agent may cause such Defaulting Lender to assign its Loans and Commitments in full to an Eligible Assignee in accordance with the provisions of subsection 10.1A.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees the Revolving Commitment Fees and the Delayed Draw Term Ticking Fees shall cease to accrue on the unfunded portion unused amount of the Revolving Commitment or on the Delayed Draw Term Commitment, as the case may be, of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]Lender; (iib) the Revolving Commitment, the Revolving Exposure, the Delayed Draw Term Commitment and outstanding the Delayed Draw Term Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]10.02); provided, provided that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 10.02, require the consent of such Defaulting Lender or each Lender directly affected therebyin accordance with the terms hereof; (iiic) if any Swing Loans are outstanding Swingline Exposure or any Letter of Credit Obligations exist LC Exposure exists at the time such any Revolving Lender becomes a Defaulting Lender, then: (ai) all or the Swingline Exposure (other than any part of the outstanding Swing Loans portion thereof with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.21(c)) and Letter of Credit Obligations LC Exposure of such Defaulting Lender (other than any portion thereof attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation as contemplated by Sections 2.20(d) and 2.20(f)) shall be reallocated among the nonNon-Defaulting Revolving Lenders in accordance with their respective Ratable Shares Applicable Percentages but only to the extent that following such reallocation the sum of all Non-Defaulting Revolving Lenders’ Revolving Exposures plus such Defaulting Lender’s Swingline Exposure (xexcluding the portion thereof referred to in the parenthetical clause above) and LC Exposure (excluding the Revolving Facility Usage portion thereof referred to in the parenthetical clause above) so reallocated does not exceed the total sum of all nonNon- Defaulting Revolving Lenders’ Revolving Commitments; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the applicable Borrower shall within one Business Day following written notice by the Administrative Agent (A) first, prepay the portion of such Defaulting Lender’s Swingline Exposure attributable to Swingline Loans 82 [[5866265v.11]] made to such Borrower (other than any portion thereof referred to in the parenthetical in such clause (i)) that has not been reallocated and (B) second, cash collateralize for the benefit of the Issuing Banks the portion of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued for the account of such Borrower (other than any portion thereof referred to in the parenthetical in such clause (i)) that has not been reallocated in accordance with the procedures set forth in Section 2.20(n) for so long as such LC Exposure is outstanding; (iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrowers shall not be required to pay participation fees to such Defaulting Lender pursuant to Section 2.09(c) with respect to such portion of such Defaulting Lender’s LC Exposure for so long as such Defaulting Lender’s LC Exposure is cash collateralized; (iv) if any portion of the LC Exposure of such Defaulting Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Sections 2.09(a) and 2.09(c) shall be adjusted to give effect to such reallocation; and (v) if all or any portion of such Defaulting Lender’s LC Exposure that is subject to reallocation pursuant to clause (i) above is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all participation fees payable under Section 2.09(c) with respect to such portion of such Defaulting Lender’s LC Exposure shall be payable to the Issuing Banks (and allocated among them ratably based on the amount of such portion of the LC Exposure of such Defaulting Lender attributable to Letters of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and (d) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or extend any Letter of Credit, unless, in each case, it is satisfied that the related exposure and such Defaulting Lender’s then outstanding Swingline Exposure or LC Exposure, as applicable (other than any portion thereof referred to in the parentheticals in clause (c)(i) above) will be fully covered by the Revolving Commitments of the Non- Defaulting Revolving Lenders and/or cash collateral provided by the Borrowers in accordance with clause (c) above, and participating interests in any such funded Swingline Loan or in any such issued, amended or extended Letter of Credit will be allocated among the Non-Defaulting Lenders' Revolving Credit CommitmentsLenders in a manner consistent with clause (c)(i) above (and such Defaulting Lender shall not participate therein). (e) In the event that (x) a Bankruptcy Event with respect to a Lender Parent of a Revolving Lender shall have occurred following the Restatement Effective Date and for so long as such Bankruptcy Event shall continue or (y) the Swingline Lender or any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in 83 [[5866265v.11]] fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan, and no Issuing Bank shall be required to issue, amend or extend any Letter of Credit, unless, in each case, the Swingline Lender or such Issuing Bank shall have entered into arrangements with the Company and any other applicable Borrower or such Revolving Lender satisfactory to the Swingline Lender or such Issuing Bank, as the case may be, to defease any risk to it in respect of such Revolving Lender hereunder. (f) In the event that the Administrative Agent, the Company, the Swingline Lender and each Issuing Bank each agree that a Defaulting Lender that is a Revolving Lender has adequately remedied all matters that caused such Revolving Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Revolving Lender’s Revolving Commitment and on such date such Revolving Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders and such funded participations in Swingline Loans and LC Disbursements as the Administrative Agent shall determine to be necessary in order for such Revolving Lender to hold such Revolving Loans and such funded participations in accordance with its Applicable Percentage, and such Revolving Lender shall thereupon cease to be a Defaulting Lender (but shall not be entitled to receive any Revolving Commitment Fees accrued during the period when it was a Defaulting Lender, and all amendments, waivers or modifications effected without its consent in accordance with the provisions of Section 10.02 and this Section during such period shall be binding on it). (g) In the event that the Administrative Agent and the Company each agree that a Defaulting Lender that is a Delayed Draw Term Lender has adequately remedied all matters that caused such Term Lender to be a Defaulting Lender, then on such date such Delayed Draw Term Lender shall take such actions as the Administrative Agent may determine to be appropriate in connection with such Delayed Draw Term Lender ceasing to be a Defaulting Lender, and such Delayed Draw Term Lender shall thereupon cease to be a Defaulting Lender (but (x) shall not be entitled to receive any Delayed Draw Term Ticking Fees accrued during the period when it was a Defaulting Lender, and (y) no Potential Default all amendments, waivers or Event modifications effected without its consent in accordance with the provisions of Default has occurred Section 10.02 and is continuing this Section during such period shall be binding on it). (h) The rights and remedies against, and with respect to, a Defaulting Lender under this Section are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent, any Issuing Bank, the Swingline Lender, any other Lender or any Loan Party may at any time have against, or with respect to, such time; 41Defaulting Lender. SECTION 2.18.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Credit Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees The Commitment Fee shall cease to accrue on the unfunded unused portion of the Commitment Revolving Credit Commitments of such Defaulting Lender under Section 2.10(b); (b) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) 11.10 shall be applied at such time or times as may be determined by the Commitment and outstanding Loans Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote Administrative Agent hereunder; second, to the payment on a pro rata basis of a any amounts owing by such Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.04(g) fourth, as the case Borrower may request (so long as no Default exists), to the funding of an amendment, waiver or other modification requiring the consent any Loan in respect of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of which such Defaulting Lender shall has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be reallocated among the non-Defaulting Lenders held in accordance with their respective Ratable Shares but only a deposit account and released pro rata in order to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-satisfy such Defaulting Lenders' Revolving Credit Commitments, Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.04(g) sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Potential Default or Event exists, to the payment of Default has occurred and is continuing at such time; 41any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against 106

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on , the unfunded portion of Commitments and the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans Aggregate Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or other requisite Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]9.2); provided, that this clause (ii) paragraph shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected therebythereby if such amendment, waiver or modification would adversely affect such Defaulting Lender compared to other similarly affected Lenders; provided, further, that no amendment, waiver or modification that would require the consent of a Defaulting Lender under clause (iii1), (2), (3) if any Swing Loans are outstanding or any Letter (6) of Credit Obligations exist at Section 9.2(b) may be made without the time consent of such Defaulting Lender. In the event that the Administrative Agent and the Borrower each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender becomes to be a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Lender shall then cease to be a Defaulting Lender with respect to subsequent periods unless such Lender shall thereafter become a Defaulting Lender. Notwithstanding the fact that any Defaulting Lender has adequately remedied all matters that caused such Lender to be reallocated among the non-a Defaulting Lenders in accordance with their respective Ratable Shares but only Lender, except to the extent that (x) otherwise expressly agreed by the Revolving Facility Usage does not exceed the total affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of all non-any claim of any party hereunder arising from such Lender’s having been a Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.12(a) ; (iib) any payment of principal, interest, fees or other amounts received by the Commitment and outstanding Loans Administrative Agent for the account of such Defaulting Lender shall not be included in determining (whether the Required Lenders have taken voluntary or may take any action hereunder (including any consent to any amendmentmandatory, waiver or other modification at maturity, pursuant to Section 11.1 [Modifications, Amendments 2.18(b) or Waivers]); provided, that this clause (iiotherwise) shall not apply to or received by the vote of Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or Swingline Lender hereunder; third , to cash collateralize the Issuing Bank’s LC Exposure with respect to such Defaulting Lender in accordance with this Section; fourth , as the case Borrower Representative may request (so long as no Default or Event of an amendmentDefault exists), waiver or other modification requiring to the consent funding of any Loan in respect of which such Defaulting Lender or each has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth , if so determined by the Administrative Agent and the Borrower Representative, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Bank’s future LC Exposure with respect to such Defaulting Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter with respect to future Letters of Credit Obligations exist at issued under this Agreement, in accordance with this Section; sixth , to the time such payment of any amounts owing to the Lenders, the Issuing Bank or Swingline Lender becomes as a Defaulting result of any judgment of a court of competent jurisdiction obtained by any Lender, then: (a) all the Issuing Bank or any part of the outstanding Swing Loans and Letter of Credit Obligations Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh , so long as no Default or Event of Default exists, to the extent payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by any Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; and eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the Revolving Facility Usage does principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitmentsfully funded its appropriate share, and (y) no Potential Default such Loans were made or Event the related Letters of Default has occurred Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and is continuing at LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such timeDefaulting Lender until such time as all Loans and funded and unfunded participations in the Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause (d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto; 4178

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if If any Lender becomes (a "Defaulting Lender"; and, for purposes hereof, any Lenders that is not a Defaulting Lender, a "Non-Defaulting Lender") shall for any reason fail to (i) make any respective Loan required pursuant to the terms of this Agreement or (ii) pay its Proportionate Share of an advance or disbursement to protect the Project or the lien of the Loan Documents, Administrative Agent and any of the Non-Defaulting Lenders may, but shall not be obligated to, make all or a portion of the Defaulting Lender's Proportionate Share of such advance; provided, however, that Administrative Agent or such Non-Defaulting Lender gives the Defaulting Lender and Administrative Agent three (3) Business Days prior notice of its intention to do so. The right to make such advances in respect of the Defaulting Lender shall be exercisable first by Administrative Agent, and then by the following provisions shall apply for so long Non-Defaulting Lender holding the greatest Proportionate Share, and thereafter to each of the Non-Defaulting Lenders in descending order of their respective Proportionate Shares or in such other manner as such the Required Lenders (excluding the Defaulting Lender) may agree on. Any Lender is making all or any portion of a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion 's Proportionate Share of the Commitment of such applicable Loan advance in accordance with the foregoing terms and conditions shall be referred to as a "Special Advance Lender". Subject to a Defaulting Lender's right to cure as provided in subsection (f), but notwithstanding anything else to the contrary contained in this Agreement, the Defaulting Lender's interest in, and any amounts due to a Defaulting Lender pursuant under, the Loan Documents (including, without limitation, all principal, interest, fees and expenses) shall be subordinate in lien priority and to Section 2.3 [Commitment Fees]; the repayment of all amounts (iiincluding, without limitation, interest) then or thereafter due or to become due to the Commitment other Lenders under the Loan Documents, and outstanding Loans of such the Defaulting Lender thereafter shall have no right to participate in any discussions among and/or decisions by the Lenders hereunder and/or under the other Loan Documents. Further, subject to subsection (f) below, any Defaulting Lender shall not be included in determining whether the Required Lenders have bound by any amendment to, or waiver of, any provision of, or any action taken or may take omitted to be taken by Administrative Agent and/or the other Lenders under, any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply Loan Document which is made subsequent to the vote of Defaulting Lender becoming a Defaulting Lender in and, during such period, the case Loan Commitment of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are and outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of principal amount held by such Defaulting Lender shall be reallocated among disregarded in any determination requiring the nonapproval of the Lenders or the Required Lenders hereunder. In any case where a Non-Defaulting Lenders Lender becomes a Special Advance Lender (i) the Special Advance Lender shall, at the election of such Special Advance Lender, be deemed to have purchased, and the Defaulting Lender shall be deemed to have sold, a senior participation in accordance with their the Defaulting Lender's respective Ratable Shares but only Loans to the extent that of the amount so advanced or disbursed (xthe "Advanced Amount") bearing interest at the Applicable Interest Rate (including interest at the Default Rate, if applicable) and (ii) the Revolving Facility Usage does not exceed Defaulting Lender shall have no voting rights under this Agreement or any other Loan Documents (and its Proportionate Share shall be disregarded in determining whether any act or decision requiring the total approval of all non-the Required Lenders shall have been approved) so long as it is a Defaulting Lenders' Revolving Credit CommitmentsLender. It is expressly understood and agreed that each of the respective obligations of the Lenders under this Agreement and the other Loan Documents, including to advance Loans, to share losses incurred in connection with the Loan, including costs and expenses of enforcement of the Loans, to make advances to preserve the lien of the Security Instrument or to preserve and protect the Project or to effect completion of the Improvements to be constructed pursuant to the Loan Documents, shall be without regard to any adjustment in the Proportionate Shares occasioned by the acts of a Defaulting Lender. The Special Advance Lender shall be entitled to an amount (ythe "Unpaid Amount") no Potential Default or Event equal to the applicable Advanced Amount, plus any unpaid interest due and owing with respect thereto, less any repayments thereof made by the Defaulting Lender immediately upon demand. The Defaulting Lender shall have the right to repurchase the senior participation in its Loans from the Special Advance Lender pursuant to subsection (f) below by the payment of Default has occurred and is continuing at such time; 41the Unpaid Amount.

Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if at any time there exists a Revolving Credit Lender becomes that is a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iiia) if any Swing Loans are outstanding or any Letter of Credit Obligations exist L/C Exposure exists at the such time such Lender becomes a Defaulting Lender, then: then (ai) all or any part of the outstanding Swing Loans and Letter of Credit Obligations L/C Exposure of such Defaulting Lender shall be reallocated among the non-Revolving Credit Lenders that are not Defaulting Lenders in accordance with their respective Ratable Shares Applicable Percentage but only to the extent that (x) the sum of all such non-Defaulting Lenders’ Revolving Facility Usage Credit Exposures plus such Defaulting Lender’s L/C Exposure does not exceed the total of all such non-Defaulting Lenders' ’ Revolving Credit Commitments; provided that at no time shall any non-Defaulting Lender’s Revolving Credit Exposure exceed such non-Defaulting Lender’s Revolving Credit Commitments, (ii) if the reallocation described in clause (i) cannot, or can only partially, be effected, following notice by the Administrative Agent the Borrower shall cash collateralize for the benefit of the L/C Issuers only the Borrower’s obligations corresponding to such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.15 for so long as such L/C Exposure is outstanding, (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s L/C Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any Letter of Credit Fees with respect to such Defaulting Lender’s L/C Exposure during the period such Defaulting Lender’s L/C Exposure is cash collateralized, (iv) if the L/C Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.03(j) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages and (yv) if all or any portion of such Defaulting Lender’s L/C Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any L/C Issuer or any other Lender hereunder, all Letter of Credit Fees with respect to such Defaulting Lender’s L/C Exposure shall be payable to the L/C Issuers until and to the extent that such L/C Exposure is reallocated and/or cash collateralized and (b) so long as such Lender is a Defaulting Lender, the L/C Issuers shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding L/C Exposure will be entirely covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.16(a), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.16(a)(a)(i) (and such Defaulting Lender shall not participate therein). Subject to Section 10.22, no Potential Default reallocation described above shall constitute a waiver or Event release of Default has occurred any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation. Without limiting Section 10.01, this Section 2.16 may not be amended, waived or otherwise modified without the prior written consent of the Administrative Agent and is continuing at such time; 41the L/C Issuers.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes (a) If a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all , in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any part 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 in respect of Required Lender and Supermajority Lender votes, this Agreement or the outstanding Swing Loans and Letter of Credit Obligations other Loan Documents shall be suspended during the pendency of such failure or refusal, (ii) a Defaulting Lender shall be reallocated among deemed to have permanently (unless reinstated as set forth below) assigned, without further consideration any and all payments due to it from the Loan Parties, whether on account of outstanding 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 Lenders’ respective Commitment Percentages of all outstanding Obligations shall have returned to those in accordance with their respective Ratable Shares but only effect immediately prior to such delinquency and without giving effect to the extent that nonpayment causing such delinquency, or (xiii) at the option of the 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 Agent as cash collateral for, and applied by the Agent to, defaulted and future funding obligations of the Defaulting Lender in respect of any Advance or existing or future participating interest in any Swingline Advance 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 (a) the Revolving Facility Usage does not exceed payment by the total Defaulting Lender of all non-Defaulting Lenders' Revolving Credit Commitmentsits Commitment 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 BA Rate for a 30 day Interest Period or the Federal Funds Rate, as applicable, from time to time in effect from the date when originally due until the date upon which any such amounts are actually paid and (yb) no Potential Default or Event receipt by the Agent and the Borrower of Default has occurred a certification by such Defaulting Lender of its ability and is continuing at such time; 41intent to comply with the provisions of this Agreement going forward.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.13; (iib) the Commitment and outstanding Loans Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, the Required Lenders or the Supermajority Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]9.02); provided, that this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender all Lenders or each Lender directly affected therebyLender; (iiic) [reserved]; (d) if any Swing Loans are outstanding or any Letter of Credit Obligations exist Swingline Exposure exists at the time such a Lender becomes a Defaulting Lender, Lender then: (ai) all or any part of the outstanding Swing Loans and Letter of Credit Obligations Swingline Exposure of such Defaulting Lender (other than, in the case of a Defaulting Lender that is a Swingline Lender, the portion of such Swingline Exposure referred to in clause (b) of the definition of such term) shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares Applicable Percentages but only to the extent that (x) the Revolving Facility Usage such reallocation does not exceed the total of all not, as to any non-Defaulting Lenders' Lender, cause such non-Defaulting Lender’s Revolving Credit CommitmentsExposure to exceed its Commitment; and (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent, prepay such Swingline Exposure; (e) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VI or otherwise, and (y) no Potential Default or Event of Default has occurred and is continuing including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to Section 9.08), shall be applied at such time; 41time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder or under the other Credit

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]4.1(a); (iib) the Commitment of and outstanding Loans the Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders or any other requisite Lenders have taken or may take any action hereunder (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]13.1); providedprovided that (i) any waiver, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver amendment or other modification requiring the consent of such Lender all Lenders or each affected Lender directly which affects such Defaulting Lender differently than other affected therebyLenders shall require the consent of such Defaulting Lender and (ii) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender; (iiic) if any Swing Loans are outstanding Swingline Exposure or any Letter of Credit Obligations exist Exposure exists at the time a Lender becomes a Defaulting Lender, then (i) all or any part of such Letter of Credit Exposure of such Defaulting Lender and such Swingline Exposure of such Defaulting Lender will, subject to the limitation in the proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the nonNon-Defaulting Lenders pro rata in accordance with their respective Ratable Shares but only Revolving Credit Commitment Percentage of the applicable Class of Revolving Credit Commitments; provided that (A) each Non-Defaulting Lender’s Revolving Credit Exposure may not in any event exceed the Revolving Credit Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) subject to Section 13.21, neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, any Letter of Credit Issuer, the Swingline Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender, (ii) to the extent that all or any portion (xthe “unreallocated portion”) of the Revolving Facility Usage does not exceed the total Defaulting Lender’s Letter of all non-Defaulting Lenders' Revolving Credit CommitmentsExposure and Swingline Exposure cannot, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41can only partially, -132- #96562806v11

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (iExecution Version commitment fees pursuant to Section 2.11(a) fees shall cease to accrue on the unfunded portion of the Revolver Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]Lender; (ii) the Commitment Revolving Credit Facility Usage and outstanding Loans Letter of Credit Usage of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]11.2); provided, that this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist Usage exists at the time such Lender becomes a Defaulting Lender, Lender then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations Usage of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares Pro Rata Share but only to the extent that (x) the sum of all non-Defaulting Lenders’ Revolving Credit Facility Usage plus such Defaulting Lender’s Letter of Credit Usage does not exceed the total of all non-Defaulting Lenders' Revolving ’ Revolver Commitments and provided that at no time shall the sum of any Lender’s aggregate Advances and such Lender’s Pro Rata Share of the aggregate Letter of Credit CommitmentsUsage exceed such Lender’s Revolver Commitment; if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within two Business Days following notice by the Agent, cash collateralize for the benefit of each Issuing Lender only the Borrower’s obligations corresponding to such Defaulting Lender’s Letter of Credit Usage in accordance with the procedures set forth in Section 2.10; if the Borrower cash collateralizes any portion of such Defaulting Lender’s Letter of Credit Usage pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.3(g) with respect to such Defaulting Lender’s Letter of Credit Usage during the period such Defaulting Lender’s Letter of Credit Usage is cash collateralized; if the Letter of Credit Usage of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.11(a) and Section 2.3(g) shall be adjusted in accordance with such non-Defaulting Lenders’ Pro Rata Share; and if all or any portion of such Defaulting Lender’s Letter of Credit Usage is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Lender or any other Lender hereunder, all letter of credit fees payable under Section 2.3(g) with respect to such Defaulting Lender’s Letter of Credit Usage shall be payable to the respective Issuing Lender until and to the extent that such Letter of Credit Usage is reallocated and/or cash collateralized; and Execution Version so long as such Lender is a Defaulting Lender, an Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding Letter of Credit Usage will be 100% covered by the Revolver Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.22(c), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.22(c)(i) (yand such Defaulting Lender shall not participate therein). If (a) no Potential Default a Bankruptcy Event with respect to a parent of any Lender shall occur following the Restatement Effective Date and for so long as such event shall continue or Event (b) an Issuing Lender has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, such Issuing Lender shall not be required to issue, amend or increase any Letter of Default Credit, or an Issuing Lender shall have entered into arrangements with the Borrower or such Lender, satisfactory to such Issuing Lender to defease any risk to it in respect of such Lender hereunder. In the event that the Agent, the Borrower, and such Issuing Lender each agrees that a Defaulting Lender has occurred adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Letter of Credit Usage of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and is continuing on such date such Lender shall purchase at par such time; 41of the Loans of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Pro Rata Share.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.6; (iib) the Commitment and outstanding Loans Commitments of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]10.1); provided, that this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iiic) if any Swing Loans are outstanding or any Letter of Credit L/C Obligations exist at the time such Lender becomes a Defaulting Lender, Lender then: (ai) all or any part of the outstanding Swing Loans and Letter of Credit L/C Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares Aggregate Exposure Percentages but only to the extent that (x) the Revolving Facility Usage sum of all non-Defaulting Lenders’ Aggregate Exposure Percentages plus such Defaulting Lender’s L/C Obligations does not exceed the total of all non-Defaulting Lenders' Revolving Credit ’ Commitments; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Lender only the Borrower’s obligations corresponding to such Defaulting Lender’s L/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 8.1 for so long as such L/C Obligations are outstanding; (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s L/C Obligations pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.3 with respect to such Defaulting Lender’s L/C Obligations during the period such Defaulting Lender’s L/C Obligations are cash collateralized; (iv) if the L/C Obligations of the non-Defaulting Lenders are reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 3.3 shall be adjusted in accordance with such non-Defaulting Lenders’ Aggregate Exposure Percentages; and (yv) no Potential Default if all or Event any portion of Default has occurred such Defaulting Lender’s L/C Obligations is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Lender or any other Lender hereunder, all Letter of Credit fees payable under Section 3.3 with respect to such Defaulting Lender’s L/C Obligations shall be payable to the Issuing Lender until and to the extent that such L/C Obligations are reallocated and/or cash collateralized; and (d) so long as such Lender is continuing at such time; 41a Defaulting Lender, the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall will apply for so long as such that Lender is a Defaulting Lender: (i) Such Defaulting Lender shall not be entitled to fees that would otherwise have accrued during such period under Section 2.5(c), and such fees shall cease to accrue on during such period with respect to such Defaulting Lender’s unused Revolving Loan Commitment; the unfunded portion Revolving Loan Commitment and Percentage Share of Revolving Facility Usage of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall will not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 11.1 [Modifications10.1), Amendments or Waivers])and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period; provided, that any such amendment, waiver, determination, consent, or notification that would increase or extend the term of the Revolving Loan Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any Obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this clause (ii) shall not apply to proviso, will require the vote consent of the Defaulting Lender. If a Defaulting Lender in the case of Lender’s consent to an amendment, waiver waiver, determination, consent, or notification is required pursuant to this Section 2.18 or any other modification requiring provision in the consent Loan Documents, and such Defaulting Lender has failed to respond to a written request from the Agent to approve such waiver, amendment, determination, consent, or notification for 10 Business Days after such Defaulting Lender’s receipt of such request, such Defaulting Lender will be deemed to have approved such amendment, waiver, determination, consent, or each Lender directly affected therebynotification; (iii) if any Swing Loans are outstanding Swingline Loan or any Letter of Credit Obligations exist LC Obligation exists at the time such a Lender becomes a Defaulting Lender, Lender then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall Swingline Loan or LC Obligation will be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Percentage Shares but only to the extent that (x) the sum of all non-Defaulting Lenders’ Percentage Shares of the Revolving Facility Usage plus the portion of such Defaulting Lender’s Percentage Share of such Swingline Loan or LC Obligation to be reallocated does not exceed the total of all non-Defaulting Lenders' ’ Revolving Credit Commitments, Loan Commitments and (y) no Potential the conditions set forth in Section 4.2 are satisfied at that time; and if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Agent (x) first, prepay such Swingline Loans and (y) second, cash collateralize such Defaulting Lender’s Percentage Share of the LC Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.14 for so long as such LC Obligation is outstanding ; if the Borrower cash collateralizes any portion of such Defaulting Lender’s Percentage Share of the LC Obligations pursuant to this Section 2.17(c), the Borrower shall not be required to pay any fees to such Defaulting Lender or any other Person pursuant to Section 2.12 with respect to such cash collateralized portion of such Defaulting Lender’s Percentage Share of the LC Obligations during the period those LC Obligations are cash collateralized; if LC Obligations are allocated to non-Defaulting Lenders pursuant to Section 2.18(c)(i), then the fees payable to the Lenders pursuant to Section 2.12 will be adjusted to reflect the non-Defaulting Lenders’ post-allocation Percentage Shares; or if any portion of any Defaulting Lender’s Percentage Share of the LC Obligations is neither cash collateralized pursuant to Section 2.18(c)(ii) nor reallocated pursuant to Section 2.18(c)(i), then, without prejudice to any rights or remedies of the LC Issuer or any Lender hereunder, any letter of credit fees payable under Section 2.12(a) with respect to such non-cash collateralized, unreallocated portion of such Defaulting Lender’s Percentage Share of the LC Obligations will be payable to the LC Issuer until such portion of such Defaulting Lender’s Percentage Share of the LC Obligations is cash collateralized and/or reallocated or such Defaulting Lender ceases to be a Defaulting Lender; so long as any Lender is a Defaulting Lender, the Swingline Lender will not be required to fund any Swingline Loan and the LC Issuer will not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Revolving Loan Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.18(c)(ii), and participating interests in any such newly issued or increased Letter of Credit or newly made Swingline Loan will be allocated among non-Defaulting Lenders in a manner consistent with Section 2.18(c)(i) (and Defaulting Lenders will not participate therein); any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 9.6 but excluding Section 3.8) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to the LC Issuer or Swingline Lender hereunder, (iii) third, to the funding of any Loan or the funding or cash collateralization of any participating interest in any Swingline Loan or Letter of Credit in respect of which such Defaulting Lender has failed to fund its portion as required by this Agreement, as determined by the Agent, (iv) fourth, if so determined by the Agent and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (v) fifth, pro rata, to the payment of any amounts owing to the Borrower or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Borrower or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (vi) sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; and If there is not in existence a Default or Event of Default has occurred and is continuing at the Borrower may terminate the unused amount of the Revolving Loan Commitment of a Defaulting Lender upon not less than three Business Days’ prior notice to the Agent (which will promptly notify the Lenders thereof); provided that such time; 41termination shall not be deemed to be a waiver or release of any claim the Borrower, the Agent, the LC Issuer, the Swingline Lender, or any Lender may have against such Defaulting Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 2.5 [Commitment Fees]; (iib) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iiic) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (ai) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' ’ Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swing Loans, and (y) second, cash collateralize for the benefit of the Issuing Lender the Borrower’s obligations corresponding to such Defaulting Lender’s Letter of Credit Obligations (after giving effect to any partial reallocation

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if (a) If any Lender becomes (i) fails to reimburse the Issuing Bank as provided in Section 2.04(c) for any Drawing or Section 4.04(c) for any Standby L/C Drawing or to make available its Participation Percentage of any Borrowing as provided in Section 3.03(b) within five Business Days after the Disbursement Date, (ii) is in receivership or liquidation, (iii) advises the Issuing Bank or the Administrative Agent or the Issuer that it will be unable or unwilling to fund its Participation Percentage of any future unreimbursed Drawing or Standby L/C Drawing, as the case may be, or make available its Participation Percentage of any Borrowing or (iv) is prohibited by the central bank having jurisdiction over such Lender from performing its obligations hereunder (any such Lender, a "Defaulting Lender"), then the Issuing Bank may (but shall not be obligated to) acquire, in exchange for the sum or sums due to it from such Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion 's Participation Percentage of the Commitment of defaulted amount, without, however, relieving such Defaulting Lender pursuant from any liability to Section 2.3 [Commitment Fees]; the Issuing Bank as a result of its failure to make payment due the Issuing Bank or make funds available to the Issuing Bank. Subject to paragraph (iib) below, the Commitment and outstanding Loans of such Issuing Bank, until repaid in full, shall be entitled to receive all subsequent payments which the Defaulting Lender shall not be included in determining whether would otherwise have received with respect to principal or interest on its Participation Percentage of any unreimbursed Drawing, Standby L/C Drawing or any Loan, as the Required Lenders have taken case may be, or may take any action hereunder (including any consent to any amendment, waiver fees or other modification pursuant amounts otherwise payable to Section 11.1 [Modificationsit hereunder, Amendments or Waivers]); provided, that this clause (ii) shall not apply in each case to the vote of extent the Issuing Bank has acquired such participation. If a Defaulting Lender shall fail, for any reason, to fund its participation in any Drawing or Standby L/C Drawing, as the case may be, or make available its Participation Percentage of an amendmentany Borrowing, waiver or no other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among obligated to purchase such Defaulting Lender's Participation Percentage or make funds available for such Defaulting Lender's Participation Percentage of any Borrowing and no such failure shall release the non-Defaulting Lenders in accordance with their respective Ratable Shares but only Issuer from its obligation to reimburse the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41Issuing Bank.

Defaulting Lenders. Notwithstanding In the event that a Revolving Loan Lender for any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender reason becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of , until such time as such Lender ceases to be a Defaulting Lender, such Defaulting Lender shall not have the right (i) to vote regarding any issue on which voting is required under this Agreement or any other Loan Document, and the amount of the Commitments and Loans and/or Cash Collateral Deposit with respect to Letters of Credit of such Lender shall not be reallocated among counted as outstanding for purposes of determining issues requiring the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent vote or consent of all “Lenders,” all effected lenders or “Required Lenders” hereunder (except that (x) the Revolving Facility Usage does Commitment of any Defaulting Lender may not exceed be increased or extended, or the total maturity of all non-any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lenders' Revolving Credit Commitments, Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender) or (ii) to receive payments of principal, interest or fees in respect of such Lender’s unfunded borrowing. If the Agent shall fund any Revolving Loan and/or make a Cash Collateral Deposit with respect to Letters of Credit of a Defaulting Lender in accordance with Section 2.1(e) (it being agreed that the Agent shall have no Potential Default or Event obligation to do so), then such Lender shall be obligated to immediately repay such Loan to the Agent, with interest thereon at the Federal Funds Effective Rate for each day from the date of Default has occurred and funding by the Agent until such amount is continuing paid in full. If such amount is not paid by the Defaulting Lender within two (2) Business Days, then the Borrower shall be obligated to thereupon repay such amount to the Agent with interest thereon at such time; 41the applicable rate specified in Section 2.7. 2.19

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.09; (ii) the Commitment and outstanding Loans Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected therebyhereunder; (iii) if any Swing Line Loans are shall be outstanding or any Letter of Credit Obligations exist at the time such a Lender becomes a Defaulting Lender, Lender then: (aA) all or any part of the outstanding unfunded participations in and commitments with respect to such Swing Line Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares pro rata Credit Exposures but only to the extent that (x) the Revolving Facility Usage sum of all non-Defaulting Lenders’ Credit Exposure plus such Defaulting Lenders’ Loans and participations in and commitments with respect to Loans does not exceed the total of all non-Defaulting Lenders' Revolving Lender’s Commitments and no individual Lender’s Credit Commitments, Exposure exceeds its Commitment and (y) no Potential Default or Event of Default has occurred and is continuing the conditions set forth in Article IV are satisfied at such time. (B) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent, prepay the outstanding Swing Line Loans that were not reallocated; 41(iv) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.15 but excluding Section 2.16) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, to the payment of any amounts owing by such Defaulting Lender to the Swing Line Lender hereunder, (iii) third, to the funding of any Loan or the funding of any participating interest in any Swing Line Loan or in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (v) fifth, to the payment of any amounts owing to the Borrower or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Borrower or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and (vi) sixth, if so determined by the Administrative Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Credit Exposure of such Lenders to the aggregate outstanding Credit Exposure equals such ratio immediately prior to the

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees The Unused Commitment Fee shall cease to accrue on the unfunded portion any of the Commitment Revolving Credit Commitments of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.09(a); (iib) the Commitment and outstanding Loans Outstanding Amount of Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]10.01); providedprovided that (x) any waiver, that this amendment or modification of the type described in clause (iia), (b) shall not or (c) of the first proviso in Section 10.01 that would apply to the vote of a Revolving Credit Commitments or Obligations owing to such Defaulting Lender or (y) any waiver, amendment or modification (other than as described in the case of an amendment, waiver or other modification forgoing clause (x) requiring the consent of all Lenders or each affected Lender) which affects such Defaulting Lender disproportionally when compared to other affected Lenders, in each case, shall require the consent of such Defaulting Lender with respect to the effectiveness of such waiver, amendment or modification with respect to the Revolving Credit Commitments or Obligations owing to such Defaulting Lender; (c) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that 99 Defaulting Lender to the Administrative Agent hereunder; second, as the Administrative Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Loan Party as a result of any judgment of a court of competent jurisdiction obtained by any Loan Party against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and fifth, to that Defaulting Lender or each Lender directly affected therebyas otherwise directed by a court of competent jurisdiction; provided that, if such payment is a payment of the principal amount of any Loans, such payment shall be applied solely to pay the relevant Loans of the relevant non-Defaulting Lenders on a pro rata basis prior to being applied in the manner set forth in this clause (iiic). (d) if any Swing Loans are outstanding Line Obligations or any Letter of Credit L/C Obligations exist at the time such Lender becomes a Defaulting Lender, Lender then: (ai) all or any part of the outstanding Swing Loans and Letter of Credit Line Obligations or L/C Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares Applicable Percentages but only to the extent that (x) the sum of all non-Defaulting Lenders’ US Dollar Equivalentequivalent of the Revolving Facility Usage Credit Exposures does not exceed the total of all non-Defaulting Lenders' Revolving Credit ’ Commitments; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within three (3) Business Days following notice by the Administrative Agent (x) first, prepay such Swing Line Obligations and (y) no Potential Default second, Cash Collateralize for the benefit of the L/C Issuer only the Borrowers’ obligations corresponding to such Defaulting Lender’s L/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.03(f) for so long as such L/C Obligations are outstanding; (iii) if the Borrowers Cash Collateralize, or Event backstop, any portion of Default has occurred such Defaulting Lender’s L/C Obligations pursuant to clause (ii) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.03(g) with respect to such Defaulting Lender’s L/C Obligations during the period such Defaulting Lender’s L/C Obligations are Cash Collateralized or backstopped; (iv) if the L/C Obligations of the non-Defaulting Lenders are reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Sections 2.09(b) and 2.10 shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and (v) if all or any portion of such Defaulting Lender’s L/C Obligations is continuing at neither reallocated, Cash Collateralized nor backstopped pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the L/C Issuer or any other Lender hereunder, all letter of credit fees payable under Section 2.03(g) with respect to such timeDefaulting Lender’s L/C Obligations shall be payable to the L/C Issuer until and to the extent that such L/C Obligations are reallocated, Cash Collateralized and/or backstopped; 41and 100

Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.07(a); (ii) the Commitment and outstanding Loans with respect to any Letter of Credit Liabilities or Swingline Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist exists at the time such a Lender becomes a Defaulting Lender, thenLender or thereafter: (aA) all or any part of the outstanding Swing Loans and such Defaulting Lender’s Letter of Credit Obligations of such Defaulting Lender Liabilities and its Swingline Exposure shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Ratable Shares Commitment Ratios (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, conditions set forth in Section 4.02 are satisfied at such time and (y) no Potential Default such reallocation does not cause the Revolving Outstandings of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment; (B) if the reallocation described in clause (ii)(A) above cannot, or Event can only partially, be effected, each Issuing Lender and the Swingline Lender, in its discretion may require the applicable Borrower to (i) reimburse all amounts paid by an Issuing Lender upon any drawing under a Letter of Default has occurred Credit issued for its account, (ii) repay an outstanding Swingline Loan made to it, and/or (iii) cash collateralize (in accordance with Section 2.09(a)(ii)) all obligations of such Defaulting Lender in respect of outstanding Letters of Credit issued for its account and is continuing Swingline Loans made to it, in each case, in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such timeDefaulting Lender in respect of such Letters of Credit or Swingline Loans (after giving effect to any partial reallocation pursuant to Section 2.20(a)(ii)(A) above); 41(iii) if the applicable Borrower cash collateralizes any portion of such Defaulting Lender’s pursuant to Section 2.20(a)(ii)(B) then such Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.07(b) with respect to such Defaulting Lender’s

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) commitment fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.11(a); (ii) the Commitment Commitments, Term Loan Exposure and outstanding Loans Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or Required Facility Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]9.02); provided, provided that this clause (i) such Defaulting Lender’s Commitments may not be increased or extended without its consent and (ii) shall the principal amount of, or interest or fees payable on, Loans may not apply be reduced or excused or the scheduled date of payment may not be postponed as to the vote of a such Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of without such Lender or each Lender directly affected therebyDefaulting Lender’s consent; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist LC Exposure exists at the time such Lender becomes a Defaulting Lender, Lender then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders that are Revolving Lenders in accordance with their respective Ratable Shares Revolving Percentages but only to the extent that (x) the sum of all such non-Defaulting Lenders’ Revolving Facility Usage Credit Exposures plus such Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders' ’ Revolving Credit Commitments, Commitments and (y) no Potential Default or Event of Default has occurred the conditions set forth in Section 4.02(a) and is continuing Section 4.02(b) are satisfied at such time; 41if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within five (5) days following notice by the Administrative Agent cash collateralize for the benefit of each relevant Issuing Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.05(j) for so long as such LC Exposure is outstanding; provided that the Borrower shall be permitted to make a Borrowing of Revolving Loans in order to post all or any portion of such cash collateral; if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.11(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized; if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.11(a), Section 2.11(b) and Section 2.11(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Revolving Percentages; and if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.11(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Banks until and to the extent that such LC Exposure is reallocated and/or cash collateralized. If (i) a Bankruptcy Event with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii) any Lender is a Defaulting Lender, such Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower, satisfactory to such Issuing Bank in its sole discretion, as the case may be, to defease all risk to it in respect of such Lender. In the event that the Administrative Agent, the Borrower, and each Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Revolving Percentage.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees The Commitment Fee shall cease to accrue on the unfunded portion any of the Commitment Revolving Credit Commitments of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.09(a); (ii) the Commitment Commitment, Outstanding Amount of Term Loans and outstanding Loans Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, the Required Lenders or the Required Revolving Credit Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]10.01); providedprovided that any waiver, that this amendment or modification of a type described in clause (iia), (b) shall not or (c) of the first proviso in Section 10.01 that would apply to the vote of a Commitments or Secured Obligations owing to such Defaulting Lender in the case of an amendment, waiver or other modification requiring shall require the consent of such Defaulting Lender with respect to the effectiveness of such waiver, amendment or each Lender directly affected therebymodification with respect to the Commitments or Secured Obligations owing to such Defaulting Lender; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist L/C Exposure exists at the time such a Lender under the Revolving Credit Facility becomes a Defaulting Lender, Lender then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations L/C Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares Applicable Percentages but only to the extent that (x) the sum of all non-Defaulting Lenders’ Revolving Facility Usage Credit Exposures plus such Defaulting Lender’s L/C Exposure does not exceed the total of all non-Defaulting Lenders' ’ Commitments; if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Company shall within three (3) Business Days following notice by the Revolving Facility Administrative Agent Cash Collateralize for the benefit of the L/C Issuer only the Company’s obligations corresponding to such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.03(f) for so long as such L/C Exposure is outstanding; if the Company Cash Collateralizes any portion of such Defaulting Lender’s L/C Exposure pursuant to clause (ii) above, the Company shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.03(h) with respect to such Defaulting Lender’s L/C Exposure during the period such Defaulting Lender’s L/C Exposure is Cash Collateralized; if the L/C Exposures of the non-Defaulting Lenders are increased pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Sections 2.09(a) and 2.03(h) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and if all or any portion of such Defaulting Lender’s L/C Exposure is neither reallocated nor Cash Collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the L/C Issuer or any other Lender hereunder, all 128 letter of credit fees payable under Section 2.03(h) with respect to such portion of such Defaulting Lender’s L/C Exposure shall be payable to the L/C Issuer until and to the extent that such L/C Exposure is reallocated and/or Cash Collateralized; and so long as such Lender is a Defaulting Lender under the Revolving Credit CommitmentsFacility, the L/C Issuer shall not be required to issue, amend or increase any Letter of Credit, unless it has received assurances satisfactory to it that non-Defaulting Lenders will cover the related exposure and/or cash collateral will be provided by the Company in accordance with Section 2.16(c), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.16(c)(i) (y) no Potential Default or Event and such Defaulting Lender shall not participate therein). In the event that the Revolving Facility Administrative Agent, the Company and the L/C Issuer each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the L/C Exposures of Default has occurred the Revolving Credit Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and is continuing on such date such Lender shall purchase at par such time; 41of the Revolving Credit Loans of the other Revolving Credit Lenders as the Revolving Facility Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Credit Loans in accordance with its Applicable Percentage.

Defaulting Lenders. Notwithstanding any provision of this Agreement Anything contained herein to the contrarycontrary notwithstanding, if in the event that any Lender becomes a Defaulting LenderLender hereunder, then the following provisions shall apply for then, so long as such Lender is a Defaulting Lender: , (a) such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Credit Documents, provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which adversely affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender; (b) to the extent permitted by applicable law, 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 Administrative Agent in a segregated account and subject to any applicable requirements of law, be applied (i) first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder, (ii) second, to the payment of any amounts owing by such Defaulting Lender to the Issuing Banks hereunder (pro rata in accordance with such amounts), (iii) third, to the funding of cash collateralization of any participating interest in any Letter of Credit in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent or the applicable Issuing Bank, (iv) fourth, if so determined by Administrative Agent, the Issuing Banks and Account Party, held in such account as cash collateral for future funding obligations of any Defaulting Lender under this Agreement, (v) fifth, pro rata, to the payment of any amounts owing to Account Party or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by Account Party or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (vi) sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; (c) fees under Section 2.7 shall cease to accrue on the unfunded that portion of the Commitment of such Defaulting Lender Lender’s Commitment that remains unfunded or which has not been included in any determination of Letter of Credit Usage pursuant to this Section 2.3 [Commitment Fees]2.15; and (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iiid) if any Swing Loans are outstanding or any Letter of Credit Obligations exist Usage exists at the time such a Lender becomes a Defaulting Lender, Lender then: (ai) all or any part of the outstanding Swing Loans and such Letter of Credit Obligations of such Defaulting Lender Usage shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares Pro Rata Share but only to the extent that (x) the Revolving Facility sum of the Exposure of all non-Defaulting Lenders plus such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage does not exceed the total of all Commitments of all non-Defaulting Lenders' Revolving , (ii) if that portion of the Letter of Credit CommitmentsUsage attributable to all non-Defaulting Lenders is reallocated pursuant to this Section 2.15, then the fees payable to the Lenders pursuant to Section 2.7 shall be adjusted in accordance with such non-Defaulting Lenders’ Percentages determined in accordance with such reallocation, and (yiii) no Potential Default if any Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage is not reallocated pursuant to this Section 2.15, then, without prejudice to any rights or Event remedies of Default the Administrative Agent, any Issuing Bank or any Lender hereunder, all fees payable to the Lenders pursuant to Section 2.7 with respect to such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage that is not reallocated shall be payable to the applicable Issuing Bank until such portion of the Letter of Credit Usage is reallocated. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.15, performance by Account Party of its obligations hereunder and the other Credit Documents shall not be excused or otherwise modified as a result of any Lender becoming a Defaulting Lender or the operation of this Section 2.15. The rights and remedies against a Defaulting Lender under this Section 2.15 are in addition to other rights and remedies which Account Party, Administrative Agent and the Issuing Banks and the Lenders may have against such Defaulting Lender. In the event that each of Administrative Agent, Account Party, and the Issuing Banks agrees that a Defaulting Lender has occurred adequately remedied all matters that caused such Lender to be a Defaulting Lender, then such Lender shall cease to be a Defaulting Lender hereunder and is continuing at the Letter of Credit Usage shall be readjusted to reflect the inclusion of such time; 41Lender’s Commitment.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers])9.2) for so long as such Lender is a Defaulting Lender; provided, that the provisions of this clause (ii) sentence shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender all Lenders or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at . In the time event that the Administrative Agent and the Borrower agree that a Defaulting Lender has adequately remedied all matters that caused such Lender becomes to be a Defaulting Lender, then: (a) all or any part then the Administrative Agent will so notify the parties hereto, whereupon as of the outstanding Swing Loans effective date specified in such notice and Letter subject to any conditions set forth therein such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Credit Obligations the Borrower while such Lender wxx x Xefaulting Lender; provided, further, that, except as otherwise expressly agreed by the affected parties, no change hereunder of such a Lender’s status from a Defaulting Lender shall be reallocated among the to a non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total Lender will constitute a waiver or release of all non-any claim of any party hereunder arising from such Lender’s xxxxxg been a Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.11(a); (ii) the Revolving Commitment and outstanding Loans Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]9.02); provided, provided that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding Swingline Exposure or any Letter of Credit Obligations exist LC Exposure exists at the time such Lender becomes a Defaulting Lender, Lender then: (a) so long as no Event of Default has occurred and is continuing as to which the Administrative Agent has received written notice from a Borrower or a Revolving Lender at the time of any such reallocation, all or any part of the outstanding Swing Loans Swingline Exposure and Letter of Credit Obligations LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares Applicable Percentages (disregarding for this purpose the Revolving Commitments of any Defaulting Lenders for all purposes of such calculation) but only to the extent that (x) the sum of all non-Defaulting Lenders’ Revolving Facility Usage Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders' ’ Revolving Credit Commitments; if the reallocation described in clause (1) above cannot, or can only partially, be effected, the applicable Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) no Potential Default second, cash collateralize for the benefit of the Issuing Bank only the applicable Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (1) above) in accordance with the procedures set forth in Section 2.05(j) for so long as such LC Exposure is outstanding; if the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (2) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.11(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized; if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (1) above, then the fees payable to the Lenders pursuant to Section 2.11(a) and Section 2.11(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (1) or (2) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure under such Revolving Facility will be 100% covered by the Revolving Commitments under such Revolving Facility of the non-Defaulting Lenders and/or cash collateral will be provided by the applicable Borrowers in accordance with Section 2.22(a)(iii), and participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.22(a)(iii)(1) (and such Defaulting Lender shall not participate therein). If (i) a Bankruptcy Event with respect to a parent entity of Default any Lender shall occur following the Effective Date and for so long as such event shall continue or (ii) the Swingline Lender or the Issuing Bank has occurred a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and is continuing the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or the Issuing Bank, as the case may be, shall have entered into arrangements with the applicable Borrowers or such Lender, satisfactory to the Swingline Lender or the Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that the Administrative Agent, the Borrower Agent, the Swingline Lender and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such time; 41of the Revolving Loans and participations in then outstanding Letters of Credit of the other Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold Revolving Loans in accordance with its Applicable Percentage (whereupon such Lender shall cease to be a Defaulting Lender).

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees the Commitment Fee shall cease to accrue on the unfunded portion any of the Commitment Revolving Credit Commitments of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.09(a); (iib) the Commitment Commitment, Outstanding Amount of Term Loans and outstanding Loans Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, the Required Lenders or the Required Revolving Credit Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]10.01); providedprovided that any waiver, that this amendment or modification of a type described in clause (iia), (b) shall not or (c) of the first proviso in Section 10.01 that would apply to the vote of a Commitments or Loan Obligations owing to such Defaulting Lender in the case of an amendment, waiver or other modification requiring shall require the consent of such Defaulting Lender with respect to the effectiveness of such waiver, amendment or each Lender directly affected therebymodification with respect to the Commitments or Loan Obligations owing to such Defaulting Lender; (iiic) if any Swing L/C Exposure or Swingline Loans are outstanding or any Letter of Credit Obligations exist exists at the time such a Lender under the Revolving Credit Facility becomes a Defaulting Lender, Lender then: (ai) all or any part of the outstanding Swing L/C Exposure and Revolving Credit Exposure in respect of Swingline Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares Applicable Percentages but only to the extent that (x) the sum of all non-Defaulting Lenders’ Revolving Facility Usage Credit Exposures plus such Defaulting Lender’s L/C Exposure and Revolving Credit Exposure in respect of Swingline Loans does not exceed the total of all non-Defaulting Lenders' ’ relevant Commitments; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within three (3) Business Days following notice by the Administrative Agent, (A) Cash Collateralize or Backstop for the benefit of the L/C Issuer only the Borrower’s obligations corresponding to such Defaulting Lender’s L/C Exposure and (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.03(f) for so long as such L/C Exposure is outstanding and (B) repay the Swingline Loans in an amount of such Defaulting Lender’s Revolving Credit CommitmentsExposure in respect of Swingline Loans; (iii) if the Borrower Cash Collateralizes or Backstops any portion of such Defaulting Lender’s L/C Exposure pursuant to clause (ii) above, and (ythe Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.03(h) no Potential Default or Event of Default has occurred and is continuing at with respect to such time; 41Defaulting 101

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.08(a); (iib) the Revolving Commitment and outstanding Loans Revolving Extensions of Credit of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]10.01); provided, that this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iiic) if any Swing Loans are outstanding Swingline Exposure or any Letter of Credit Obligations exist L/C-B/A Exposure exists at the time such Lender becomes a Defaulting Lender, Lender then: (ai) all or any part of the outstanding Swing Loans Swingline Exposure and Letter of Credit Obligations L/C-B/A Exposure of such Defaulting Lender (other than the portion of such Swingline Exposure referred to in clause (b) of the definition of such term) shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares Revolving Percentages but only to the extent that (x) the sum of all non-Defaulting Lenders’ Revolving Facility Usage Extensions of Credit plus such Defaulting Lender’s Swingline Exposure and L/C-B/A Exposure does not exceed the total of all non-Defaulting Lenders' ’ Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41;

Defaulting Lenders. Notwithstanding In the event that a Revolving Loan Lender for any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender reason becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of , until such time as such Lender ceases to be a Defaulting Lender, such Defaulting Lender shall not have the right (i) to vote regarding any issue on which voting is required under this Agreement or any other Loan Document, and the amount of the Commitments and Loans and/or Cash Collateral Deposit with respect to Letters of Credit of such Lender shall not be reallocated among counted as outstanding for purposes of determining issues requiring the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent vote or consent of all “Lenders,” all effected lenders or “Required Lenders” hereunder (except that (x) the Revolving Facility Usage does Commitment of any Defaulting Lender may not exceed be increased or extended, or the total maturity of all non-any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lenders' Revolving Credit Commitments, Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender) or (ii) to receive payments of principal, interest or fees in respect of such Lxxxxx’s unfunded borrowing. If the Agent shall fund any Revolving Loan and/or make a Cash Collateral Deposit with respect to Letters of Credit of a Defaulting Lender in accordance with Section 2.1(e) (it being agreed that the Agent shall have no Potential Default or Event obligation to do so), then such Lender shall be obligated to immediately repay such Loan to the Agent, with interest thereon at the Federal Funds Effective Rate for each day from the date of Default has occurred and funding by the Agent until such amount is continuing paid in full. If such amount is not paid by the Defaulting Lender within two (2) Business Days, then the Borrower shall be obligated to thereupon repay such amount to the Agent with interest thereon at such time; 41the applicable rate specified in Section 2.7.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees The Commitment Fee shall cease to accrue on the unfunded portion any of the Commitment Revolving Credit Commitments of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.09(a); (iib) the Commitment Commitment, Outstanding Amount of Term Loans and outstanding Loans Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, the Required Lenders or the Required Revolving Credit Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]10.01); providedprovided that any waiver, that this amendment or modification of a type described in clause (iia), (b) shall not or (c) of the first proviso in Section 10.01 that would apply to the vote of a Commitments or Secured Obligations owing to such Defaulting Lender in the case of an amendment, waiver or other modification requiring shall require the consent of such Defaulting Lender with respect to the effectiveness of such waiver, amendment or each Lender directly affected therebymodification with respect to the Commitments or Secured Obligations owing to such Defaulting Lender; (iiic) if any Swing Loans are outstanding or any Letter of Credit Obligations exist L/C Exposure exists at the time such a Lender under the Revolving Credit Facility becomes a Defaulting Lender, Lender then: (ai) all or any part of the outstanding Swing Loans and Letter of Credit Obligations L/C Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares Applicable Percentages but only to the extent that (x) the sum of all non-Defaulting Lenders’ Revolving Facility Usage Credit Exposures plus such Defaulting Lender’s L/C Exposure does not exceed the total of all non-Defaulting Lenders' ’ Commitments; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Company shall within three (3) Business Days following notice by the Revolving Credit CommitmentsFacility Administrative Agent Cash Collateralize for the benefit of the L/C Issuer only the Company’s obligations corresponding to such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.03(f) for so long as such L/C Exposure is outstanding; (iii) if the Company Cash Collateralizes any portion of such Defaulting Lender’s L/C Exposure pursuant to clause (ii) above, the Company shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.03(h) with respect to such Defaulting Lender’s L/C Exposure during the period such Defaulting Lender’s L/C Exposure is Cash Collateralized; (iv) if the L/C Exposures of the non-Defaulting Lenders are increased pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Sections 2.09(a) and 2.03(h) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and (yv) no Potential Default if all or Event any portion of Default has occurred and such Defaulting Lender’s L/C Exposure is continuing at neither reallocated nor Cash Collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the L/C Issuer or any other Lender hereunder, all letter of credit fees payable under Section 2.03(h) with respect to such time; 41portion of such 135 #95598837v24

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Available Revolving Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.12(a); (ii) the Commitment and outstanding Loans Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]9.02); provided, that this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time and so long as such Lender becomes is a Defaulting Lender, then: (a) all the Issuing Banks shall not be required to issue, amend or increase any part of the outstanding Swing Loans and Letter of Credit Obligations Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total Section 2.21(c), and participating interests in any such newly issued or increased Letter of all Credit shall be allocated among non-Defaulting Lenders' Revolving Credit CommitmentsLenders in a manner consistent with Section 2.21(c)(i) (and such Defaulting Lender shall not participate therein). If (i) a Bankruptcy Event or a Bail-In Action with respect to a Lender Parent of any Lender shall occur following the date hereof and for so long as such event shall continue, the Issuing Banks shall not be required to issue, amend or increase any Letter of Credit, unless the Issuing Bank shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that the Administrative Agent, the Borrower and (y) no Potential Default or Event the Issuing Banks each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of Default has occurred the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and is continuing on such date such Lender shall purchase at par such time; 41of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.

Defaulting Lenders. Notwithstanding In the event that any provision of this Agreement to Funding Default is continuing, (1) the contraryCompany may, if the Defaulting Lender shall fail to cure the default within five Business Days after the Company's and/or Agent's request that it cure such default, by giving notice to Agent and any Defaulting Lender becomes a Defaulting Lenderof its election to do so (1) (a) terminate the Commitment, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender upon receipt by such Defaulting Lender of such notice and (b) prepay on the date of such termination any outstanding Loans made by such Defaulting Lender, together with accrued and unpaid interest thereon and any other amounts payable to such Defaulting Lender hereunder pursuant to Section 2.3 [Commitment Fees]subsection 2.6, subsection 2.7 or subsection 3.6 or otherwise; provided that, in the event such Defaulting Lender has any Loans outstanding at the time of such termination, the written consent of Agent (which consent shall not be unreasonably withheld or delayed) shall be required in order for Company to make the election set forth in this clause (1); (ii2) the Commitment Agent may, if such Defaulting Lender shall fail to cure the default within five Business Days after the Agent's request that it cure such default, by giving notice to Company and outstanding Loans any Defaulting Lender of its election to do so (a) terminate the Commitment, of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a upon receipt by such Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; notice and (iiib) if cause the Company to prepay on the date of such termination any Swing outstanding Loans are outstanding or any Letter of Credit Obligations exist at the time made by such Lender becomes a Defaulting Lender, then: (a) all or together with accrued and unpaid interest thereon and any part of the outstanding Swing Loans and Letter of Credit Obligations of other amounts payable to such Defaulting Lender shall be reallocated among hereunder pursuant to subsection 2.6, subsection 2.7 or subsection 3.6 or otherwise; or (3) the non-Company or the Agent may cause such Defaulting Lenders Lender to assign its Loans and Commitments in full to an Eligible Assignee in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total provisions of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41subsection 8.1A.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iiia) if any Swing Loans are outstanding Line Obligations or any Letter of Credit Revolving L/C Obligations exist at the time such a Lender becomes a Defaulting Lender then the Borrower shall within one (1) Business Day following notice by the Administrative Agent (x) first, prepay such Defaulting Lender’s Pro Rata Share of the Swing Line Obligations and (y) second, Cash Collateralize such Defaulting Lender’s Pro Rata Share of the Revolving L/C Obligations in accordance with the procedures set forth in Section 2.03(f) (with references therein to the Outstanding Amount of all Revolving L/C Obligations, or similar terms, being deemed to refer instead to the Outstanding Amount of such Defaulting Lender’s Pro Rata Share of all Revolving 106 L/C Obligations) for so long as such Revolving L/C Obligations are outstanding; and (b) so long as any Lender is a Defaulting Lender, then: the Swing Line Lender shall not be required to fund any Swing Line Loan and no Revolving L/C Issuer shall be required to issue, amend or increase any Revolving Letter of Credit, unless it is satisfied that the related exposure will be 100% covered (or in the case of Cash Collateralization, 105% covered) as set forth in clause (a) all or above and as the Administrative Agent, Swing Line Lender and any part of the outstanding Swing Loans Revolving L/C Issuer may otherwise reasonably require. The rights and Letter of Credit Obligations of such remedies against a Defaulting Lender shall be reallocated among under this Section 2.16 are in addition to other rights and remedies that the Borrower, the Administrative Agent, each Revolving L/C Issuer, the Swing Line Lender and the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-may have against such Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41Lender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.08(a); (iib) the Revolving Commitment and outstanding Loans Revolving Extensions of Credit of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]10.01); provided, that this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iiic) if any Swing Loans are outstanding Swingline Exposure or any Letter of Credit Obligations exist L/C-B/A Exposure exists at the time such Lender becomes a Defaulting Lender, Lender then: (ai) all or any part of the outstanding Swing Loans Swingline Exposure and Letter of Credit Obligations L/C-B/A Exposure of such Defaulting Lender (other than the portion of such Swingline Exposure referred to in clause (b) of the definition of such term) shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares Revolving Percentages but only to the extent that (x) the Revolving Facility Usage does not exceed the total sum of all non-Defaulting Lenders' ’ Revolving Extensions of Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at plus such time; 41Defaulting Lender’s Swingline Exposure and

Defaulting Lenders. Notwithstanding any provision of this Agreement Anything contained herein to the contrarycontrary notwithstanding, in the event that any Lender, (x) other than at the direction or request of any regulatory agency or authority, defaults (a “Funds Defaulting Lender”) in its obligation to fund (a “Funding Default”) any Revolving Loan or in making payment in connection with a Letter of Credit Disbursement (in each case, a “Defaulted Loan”) or (y) becomes (or its parent holding company becomes) the subject of an insolvency, bankruptcy, dissolution, liquidation or reorganization proceeding, or if any Lender (or its parent holding company) or any substantial part of its (or its parent holding company’s) Property becomes the subject of an appointment of a receiver, intervenor or conservator, or a trustee or similar officer becomes the subject of a bankruptcy (a “Lender Insolvency Default”) under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect (such Lender, at the election of the Borrower, an “Insolvency Defaulting Lender” and, together with any Funds Defaulting Lenders, the “Defaulting Lenders” and each a “Defaulting Lender”), then during any Default Period with respect to such Defaulting Lender, then such Defaulting Lender shall be deemed not to be a “Lender” for purposes of calculating the following provisions shall apply for so long as such Required Lenders (including the granting of any consents or waivers) with respect to any of the Loan Documents. Solely with respect to any Funds Defaulting Lender that is a not an Insolvency Defaulting Lender: , (a) to the extent permitted by applicable law, until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, (i) fees shall cease to accrue on the unfunded portion any voluntary prepayment of the Commitment Revolving Loans shall, if the Borrower so directs at the time of making such voluntary prepayment, be applied to the Revolving Loans of other Lenders as if such Defaulting Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; were zero and (ii) any mandatory prepayment of the Revolving Loans shall, if the Borrower so directs at the time of making such mandatory prepayment, be applied to the Revolving Loans of other Lenders (but not to the Revolving Loans of such Defaulting Lender) as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it being understood and agreed that the Borrower shall be entitled to retain any portion of any mandatory prepayment of the Revolving Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (a); (b) such Defaulting Lender’s Revolving Commitment and outstanding Revolving Loans and such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage shall be excluded for purposes of calculating the Revolving Commitment fee payable to Lenders in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take entitled to receive any action hereunder (including any consent to any amendment, waiver or other modification Revolving Commitment fee pursuant to Section 11.1 [Modifications2.11 with respect to such Defaulting Lender’s Revolving Commitment in respect of any Default Period with respect to such Defaulting Lender; and (c) the Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. Solely in the event of a Lender Insolvency Default, Amendments or Waivers]); providedon and after the date which is 30 days after such Lender Insolvency Default, the Administrative Agent and the Borrower may agree, and notify the Lenders to the effect, that solely for purposes of any Credit Extension hereunder, the Revolving Commitments shall be reduced to the extent to eliminate the Revolving Commitment of such Insolvency Defaulting Lender (such notice, a “Credit Extension Reallocation Notice”). Such notice shall recalculate each such Lender’s Pro Rata Share of the Revolving Commitments and the aggregate amount of Revolving Commitments, but no Lender's Revolving Commitments shall be increased pursuant to this clause (ii) Section. In addition, such Credit Extension Reallocation Notice may require the Borrower to repay all then outstanding Revolving Loans on a date agreed between the Administrative Agent and the Borrower. No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.22, performance by the Borrower of its obligations hereunder and the other Loan Documents shall not apply to be excused or otherwise modified as a result of any Funding Default or Lender Insolvency Default or the vote operation of this Section 2.22. The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to other rights and remedies which the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of Borrower may have against such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only respect to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential any Funding Default or Event of Lender Insolvency Default has occurred and is continuing at which the Administrative Agent or any Lender may have against such time; 41Defaulting Lender with respect to any Funding Default or Lender Insolvency Default.

Defaulting Lenders. Notwithstanding (a) If any provision Lender (a “Defaulting Lender”) shall for any reason fail to (i) make any respective advance of any of the Loans required pursuant to the terms of this Agreement Agreement, or (ii) pay its pro rata share of an advance or disbursement to protect the contraryPremises or the lien of any of the Loan Documents therein, if any of the other Lenders may, but shall not be obligated to, make all or a portion of the Defaulting Lender’s Loan or pro rata share of such advance; provided that such Xxxxxx gives the Defaulting Lender becomes and the Administrative Agent two (2) Business Days prior notice of its intention to do so (it being agreed however that no prior notice need be given by Administrative Agent to make an election under Section 4.4 to be deemed a Special Advance Lender). The right to make such advances in respect of the Defaulting Lender shall be exercisable first by the Administrative Agent, then the Lender holding the greatest pro rata share and thereafter to each of the Lenders in descending order of their respective pro rata share or in such other manner as the Required Lenders (excluding the Defaulting Lender) may agree on. Any Lender making all or any portion of a Defaulting Lender, then ’s pro rata share of the following provisions applicable Loan or advance in accordance with the foregoing terms and conditions shall apply for so long be referred to as such Lender is a “Special Advance Lender”. Subject to a Defaulting Lender: ’s right to cure as provided in subsection (i) fees shall cease f), but notwithstanding anything else to accrue on the unfunded portion of contrary contained in this Agreement, the Commitment of such Defaulting Lender’s interest in, and any amounts due to a Defaulting Lender pursuant under, the Loan Documents (including, without limitation, all principal, interest, fees and expenses) shall be subordinate in lien priority and to Section 2.3 [Commitment Fees]; the repayment of all amounts (iiincluding, without limitation, interest) then or thereafter due or to become due to the Commitment other Lenders under the Loan Documents, and outstanding Loans of such the Defaulting Lender thereafter shall have no right to participate in any discussions among and/or decisions by the Lenders hereunder and/or under the other Loan Documents. Further, subject to subsection (f) below, any Defaulting Lender shall not be included in determining whether the Required Lenders have bound by any amendment to, or waiver or, any provision of, or any action taken or may take omitted to be taken by the Administrative Agent and/or the other Lenders under, any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply Loan Document which is made subsequent to the vote of Defaulting Lender becoming a Defaulting Lender in and, during such period, the case Commitments of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are and outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of principal amount held by such Defaulting Lender shall be reallocated among disregarded in any determination requiring the non-Defaulting approval of the Lenders in accordance with their respective Ratable Shares but only to or the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41Required Lenders hereunder.

Defaulting Lenders. If, by (x) 2:00 p.m. (Charlotte, North Carolina time) on any Borrowing Date or Assignment Date, as applicable, in the case of U.S. Loans or (y) (x) 2:00 p.m. (London, England time) on any Borrowing Date or Assignment Date, as applicable, in the case of Canadian Loans, in each case whether or not the Facility Agent has advanced the amount of the applicable Loans, one or more Lenders (each, a “Defaulting Lender”, and each Lender other than any Defaulting Lender being referred to as a “Non-Defaulting Lender”) fails to make any Loans available to the Facility Agent pursuant to Section 2.3(a) (the aggregate amount not so made available to the Facility Agent being herein called the “Loan Deficit”), then the Facility Agent shall, by no later than 2:30 p.m. (Charlotte, North Carolina time (in the case of U.S. Loans) or London, England time (in the case of Canadian Loans)) on such day, instruct each Non-Defaulting Lender to pay, by no later than 3:00 p.m. (Charlotte, North Carolina time (in the case of U.S. Loans) or London, England time (in the case of Canadian Loans)), in immediately available funds, to the account designated by the Facility Agent, an amount equal to the lesser of (i) such Non-Defaulting Lender’s pro rata share of the Loan Deficit and (ii) its unused Commitment. A Defaulting Lender shall forthwith, upon demand, pay to the Facility Agent for the ratable benefit of each such Non-Defaulting Lenders all amounts paid by each such Non-Defaulting Lender on behalf of such Defaulting Lender, together with interest thereon, for each day from the date a payment was made by a Non-Defaulting Lender until the date such Non-Defaulting Lender has been paid such amounts in full, at a rate per annum equal to the Base Rate in the case of U.S. Loans or the Canadian Prime Rate in the case of Canadian Loans, as applicable, plus 2.00%. Notwithstanding any provision of this Agreement anything contained in Section 2.16(b) to the contrary, if to the extent any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded , any payment or prepayment of any portion of the Commitment principal amount of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) shall not be included in determining whether applied: first, to the Required Lenders have taken or may take any action hereunder then outstanding amounts (including any consent interest thereon) owed pursuant to this Section 2.3(c) by such Defaulting Lender to the Facility Agent or (to the extent the Facility Agent has received notice thereof) to any amendmentother Lender, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply ratably to the vote Persons entitled thereto, second, to the applicable SPV, the then outstanding amount of a an unfunded Loan by such Defaulting Lender in (to the case of an amendmentextent not already funded by another Lender or the Facility Agent), waiver or and third, any other modification requiring amounts thereafter received for the consent account of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of to such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41Lender.

Defaulting Lenders. Notwithstanding If any provision Lender (a "Defaulting Lender"; and, for purposes hereof, any Lenders that is not a Defaulting Lender, a "Non--Defaulting Lender") shall for any reason fail to (i) make any respective Loan required pursuant to the terms of this Agreement or (ii) pay its Proportionate Share of an advance or disbursement to protect the Project or the lien of the Loan Documents, Administrative Agent and any of the Non--Defaulting Lenders may, but shall not be obligated to, make all or a portion of the Defaulting Lender's Proportionate Share of such advance; provided, however, that Administrative Agent or such Non--Defaulting Lender gives the Defaulting Lender and Administrative Agent three (3) Business Days prior notice of its intention to do so. The right to make such advances in respect of the Defaulting Lender shall be exercisable first by Administrative Agent, and then by the Non--Defaulting Lender holding the greatest Proportionate Share, and thereafter to each of the Non--Defaulting Lenders in descending order of their respective Proportionate Shares or in such other manner as the Required Lenders (excluding the Defaulting Lender) may agree on. Any Lender making all or any portion of a Defaulting Lender's Proportionate Share of the applicable Loan advance in accordance with the foregoing terms and conditions shall be referred to as a "Special Advance Lender". Subject to a Defaulting Lender's right to cure as provided in Section 13.11(f), but notwithstanding anything else to the contrarycontrary contained in this Agreement, the Defaulting Lender's interest in, and any amounts due to a Defaulting Lender under, the Loan Documents (including, without limitation, all principal, interest, fees and expenses) shall be subordinate in lien priority and to the repayment of all amounts (including, without limitation, interest) then or thereafter due or to become due to the other Lenders under the Loan Documents, and the Defaulting Lender thereafter shall have no right to participate in any discussions among and/or decisions by the Lenders hereunder and/or under the other Loan Documents. Further, subject to Section 13.11(f) below, any Defaulting Lender shall be bound by any amendment to, or waiver of, any provision of, or any action taken or omitted to be taken by Administrative Agent and/or the other Lenders under, any Loan Document which is made subsequent to the Defaulting Lender becoming a Defaulting Lender and, during such period, the Loan Commitment of and outstanding principal amount held by such Defaulting Lender shall be disregarded in any determination requiring the approval of the Lenders or the Required Lenders hereunder. In any case where a Non--Defaulting Lender becomes a Special Advance Lender (i) the Special Advance Lender shall, at the election of such Special Advance Lender, be deemed to have purchased, and the Defaulting Lender shall be deemed to have sold, a senior participation in the Defaulting Lender's respective Loans to the extent of the amount so advanced or disbursed (the "Advanced Amount") bearing interest at the Applicable Interest Rate (including interest at the Default Rate, if applicable) and (ii) the Defaulting Lender shall have no voting rights under this Agreement or any other Loan Documents (and its Proportionate Share shall be disregarded in determining whether any act or decision requiring the approval of the Required Lenders shall have been approved) so long as it is a Defaulting Lender. It is expressly understood and agreed that each of the respective obligations of the Lenders under this Agreement and the other Loan Documents, including to advance Loans, to share losses incurred in connection with the Loan, including costs and expenses of enforcement of the Loans, to make advances to preserve the lien of the Security Instrument or to preserve and protect the Project or to effect Completion of the Improvements to be constructed pursuant to the Loan Documents, shall be without regard to any adjustment in the Proportionate Shares occasioned by the acts of a Defaulting Lender. The Special Advance Lender shall be entitled to an amount (the "Unpaid Amount") equal to the applicable Advanced Amount, plus any unpaid interest due and owing with respect thereto, less any repayments thereof made by the Defaulting Lender immediately upon demand. The Defaulting Lender shall have the right to repurchase the senior participation in its Loans from the Special Advance Lender pursuant to Section 13.11(f) below by the payment of the Unpaid Amount. A Special Advance Lender shall (i) give notice to the Defaulting Lender, Administrative Agent and each of the other Lenders (provided that failure to deliver said notice to any party other than the Defaulting Lender shall not constitute a default under this Agreement) of the Advance Amount and the percentage of the Special Advance Lender's senior participation in the Defaulting Lender's Loans and (ii) in the event of the repayment of any of the Unpaid Amount by the Defaulting Lender, give notice to the Defaulting Lender, Administrative Agent and each of the other Lenders of the fact that the Unpaid Amount has been repaid (in whole or in part), the amount of such repayment and, if applicable, the revised percentage of the Special Advance Lender's senior participation. Provided that Administrative Agent has received notice of such participation, Administrative Agent shall have the same obligations to distribute interest, principal and other sums received by Administrative Agent with respect to a Special Advance Lender's senior participation as Administrative Agent has with respect to the distribution of interest, principal and other sums under this Agreement; and at the time of making any distributions to the Lenders, shall make payments to the Special Advance Lender with respect to a Special Advance Lender's senior participation in the Defaulting Lender's Loans out of the Defaulting Lender's share of any such distributions. A Defaulting Lender shall immediately pay to a Special Advance Lender all sums of any kind paid to or received by the Defaulting Lender from the Borrower, whether pursuant to the terms of this Agreement or the other Loan Documents or in connection with the realization of the security therefor until the Unpaid Amount is fully repaid. Notwithstanding the fact that the Defaulting Lender may temporarily hold such sums, the Defaulting Lender shall be deemed to hold same as a trustee for the benefit of the Special Advance Lender, it being the express intention of the Lenders that the Special Advance Lender shall have an ownership interest in such sums to the extent of the Unpaid Amount. Nothing contained in Section 13.11(a), 13.11(f) or 13.11(h) shall release or in any way limit a Defaulting Lender's obligations as a Lender hereunder and/or under any other of the Loan Documents or impair the Borrower's right to exercise its remedies against such Defaulting Lender which remedies shall include, without limitation, the recovery of any losses, costs and expenses incurred as a result thereof. Each Defaulting Lender shall indemnify, defend and hold Administrative Agent and each of the other Lenders harmless from and against any and all losses, damages, liabilities or expenses (including reasonable attorneys' fees and expenses and interest at the Default Rate) which they may sustain or incur by reason of the Defaulting Lender's failure or refusal to abide by its obligations under this Agreement or the other Loan Documents, except to the extent a Defaulting Lender became a Defaulting Lender due to the gross negligence or willful misconduct of Administrative Agent and/or any Lender. Administrative Agent shall, after payment of any amounts due to any Special Advance Lender pursuant to the terms of Section 13.11(c) above, set--off against any payments due to such Defaulting Lender for the claims of Administrative Agent and the other Non--Defaulting Lenders pursuant to this indemnity. A Defaulting Lender may cure a default arising out its failure to fund its Proportionate Share of an advance or to make any respective Loan required pursuant to this Agreement, and subject to the following, upon such cure shall no longer be deemed to be a Defaulting Lender, if, within five (5) days (the "Default Cure Period") of such default, it pays the full amount of the Unpaid Amount, together with interest thereon in respect of each day during the period commencing on the date such Advanced Amount was so paid by the Special Advance Lender until the date the Special Advance Lender recovers such amount at a rate per annum equal to the Federal Funds Rate in the event such cure is made within three (3) Business Days of such default; provided, however, if such Defaulting Lender fails to cure such default within such three (3) Business Days, the Special Advance Lender shall be entitled to recover, and such Defaulting Lender shall pay, such amount, on demand from Administrative Agent, together with interest thereon in respect of each day during the period commencing on such third (3rd) Business Day until the date the Special Advance Lender recovers such amount at a rate per annum equal to the Default Rate for each such day. If a Defaulting Lender pays the Unpaid Amount and interest due thereon within the Default Cure Period (or thereafter with the consent of Administrative Agent), such Defaulting Lender nonetheless shall be bound by any amendment to or waiver of any provision of, or any action taken or omitted to be taken by Administrative Agent and/or the other Lenders under, any Loan Document which is made subsequent to the Lender's becoming a Defaulting Lender and prior to its curing the default as provided in this Section 13.11(f); provided that such amendment or waiver of action was taken in accordance with the provisions of this Agreement. A Defaulting Lender shall have absolutely no right to cure any default after the expiration of the Default Cure Period unless Administrative Agent, in its sole discretion, elects to permit such cure. If any Lender becomes a Defaulting LenderLender and none of the other Lenders becomes a Special Advance Lender pursuant to Section 13.11(a), then the following provisions Borrower shall apply for so long have the right, provided there exists no Default or Event of Default that has not arisen as such Lender is a result of the Defaulting Lender: 's failure to fund, to cause another financial institution acceptable to Administrative Agent to assume the Defaulting Lender's obligations with respect to the Advance Amount on the then--existing terms and conditions of the Loan Documents (i) fees such replacement institution, a "Replacement Lender"). It shall cease be a condition to accrue on such assumption that the Replacement Lender concurrently assumes the obligations of the Defaulting Lender with respect to the unfunded portion of the Commitment Commitments of such Defaulting Lender. Such assumption shall be pursuant to a written instrument reasonably satisfactory to Administrative Agent. Upon such assumption, the Replacement Lender shall become a "Lender" for all purposes hereunder, with a Loan Commitment in an amount equal to the Advance Amount, and the Defaulting Lender's Loan Commitment shall automatically be reduced by the Advance Amount. In connection with the foregoing, the Borrower shall execute and deliver to the Replacement Lender and the Defaulting Lender Replacement Notes. Such Replacement Notes shall be in amounts equal to, in the case of the Replacement Lender's note, the Advance Amount and, in the case of the Defaulting Lender's note, its Commitment, as reduced as aforesaid. Such replacement notes shall constitute "Notes" and the obligations evidenced thereby shall be secured by the Security Instrument. In connection with the Borrower's execution of replacement notes as aforesaid, the Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the replacement notes and any related documents as Administrative Agent may reasonably request. The execution and delivery of replacement notes as required above shall be a condition precedent to any further advances of Loan proceeds. Upon receipt of its replacement note, the Defaulting Lender will return to the Borrower its note(s) that was replaced; provided that the delivery of a replacement note to the Defaulting Lender pursuant to this Section 2.3 [Commitment Fees]; 13.11(g) shall operate to void and replace the note(s) previously held by the Defaulting Lender regardless of whether or not the Defaulting Lender returns same as required hereby. In addition to the foregoing, in the event the Defaulting Lender has not cured such default within the Default Cure Period, Administrative Agent (iiunless the Lender serving in the capacity of Administrative Agent is the Defaulting Lender) and the Commitment Non--Defaulting Lenders, shall, in accordance with the priority established pursuant to Section 13.11(a) above, be entitled to purchase such Defaulting Lender's entire Loan Commitment, excluding accrued and unpaid interest thereon, for a purchase price equal to the outstanding principal balance of all Loans of which have been funded by such Defaulting Lender shall not be included as of the date of such purchase. The Borrower, Administrative Agent and Lenders shall, at the Borrower's expense solely with respect to Administrative Agent's reasonable costs and expenses in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendmentconnection therewith, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply execute such modifications to the vote of a Defaulting Lender Loan Documents as shall, in the case reasonable judgment of an amendmentAdministrative Agent, waiver or other modification requiring be necessary in order to effect the consent substitution of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares the foregoing provisions of this Section 13.11(i). The Lenders shall reasonably cooperate with the Borrower's attempts to obtain a Replacement Lender, but only they shall not be obligated to modify the Loan Documents in connection therewith, other than modifications pursuant to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41immediately preceding paragraph.

Defaulting Lenders. Notwithstanding any provision of this Credit Agreement to the contrarycontrary (other than with respect to Section 2.10(b)), if any Lender becomes a Defaulting Lender, then any amount paid by the following provisions shall apply Borrower for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote account of a Defaulting Lender in the case under this Credit Agreement (whether on account of an amendmentprincipal, waiver interest, fees, indemnity payments or other modification requiring the consent of amounts) will not be paid or distributed to such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until the termination of the outstanding Swing Loans and Letter Commitments at which time the funds in such account will be applied by the Administrative Agent, to the fullest extent permitted by law, in the following order of Credit Obligations priority: first to the payment of any amounts owing by such Defaulting Lender shall be reallocated to the Administrative Agent under this Credit Agreement, second to the payment of interest accruing at the Default Rate and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in 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 to pay amounts owing under this Credit Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct. If the Borrower and the Administrative Agent agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Lender will purchase at par such portion of outstanding Revolving Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Loans of the Lenders to be held on a pro rata basis in accordance with their respective Ratable Shares but only Revolving Commitment Percentages, whereupon such Lender will cease to be a Defaulting Lender and any amounts held in the extent that (x) the Revolving Facility Usage does not exceed the total of all segregated non-interest bearing account referenced above shall be distributed to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41Lender.

Defaulting Lenders. Notwithstanding If any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Revolving Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter , until such time as such Lender is no longer a Defaulting Lender, such Defaulting Lender’s participation in Letters of Credit Obligations of such Defaulting Lender shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Ratable Shares applicable Pro Rata Percentages (calculated without regard to such Defaulting Lender’s Commitments), but only to the extent that (x) the Revolving Facility Usage such reallocation does not exceed cause the total aggregate Revolving Credit Exposure of all nonany Non-Defaulting Lenders' Lender to exceed such Non-Defaulting Lender’s Revolving Credit CommitmentsCommitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lxxxxx’s increased exposure following such reallocation. If the reallocation described above cannot, or can only partially, be effected, the applicable Borrowers shall, without prejudice to any right or remedy available to it hereunder or under law, enter into arrangements reasonably satisfactory to the applicable Issuing Bank and (y) no Potential Default or Event the applicable Borrowers to eliminate such Issuing Bank’s risk with respect to the participations in Letters of Default has occurred and is continuing at Credit by all Defaulting Lenders to the extent not so reallocated, including by cash collateralizing each such time; 41Defaulting Lender’s Pro Rata Percentage of the L/C Exposures.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees (ii) Commitment Fees shall cease to accrue on the unfunded portion of the Commitment Revolving Commitments of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.10(a); (iiiii) (iv) the Commitment Revolving Commitments and outstanding Loans Revolving Outstandings of such Defaulting Lender shall not be included in determining whether the Required Lenders (or other requisite percentage of any Lenders pursuant to Article VII or Section 9.02) have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]9.02); provided, provided that this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iiiv) (vi) if any Swing Loans are outstanding or any Letter Letters of Credit Obligations exist at the time or LC Disbursements are outstand- ing under a Revolving Facility under which such Defaulting Lender becomes is a Defaulting Revolv- ing Lender, then: (a) then i. ii. all or any part of the outstanding Swing Loans and Letter participation of such Lender in Letters of Credit Obligations of such Defaulting Lender and Revolving LC Disbursements shall be reallocated among the non-Defaulting Lenders under such Revolving Facility in accordance with their respective Ratable Shares Portions but only to the extent that (x) the sum of all non-Defaulting Lenders’ Revolving Outstandings under such Revolving Facility Usage plus such Defaulting Lender’s Ratable Portion of the Letters of Credit and LC Disbursements does not exceed the total of all non-Defaulting Lenders' ’ Revolv- ing Commitments under such Revolving Credit Commitments, Facility and (y) no Potential Default or Event the conditions set forth in Section 4.02(b) would be satisfied at such time (determined as if such realloca- tion constituted the issuance of Default has occurred and is continuing a new Letter of Credit at such time); 41iii. iv. if the reallocation described in clause (i) above cannot, or can only partially, be effected, the applicable Borrower shall within one Business Day following notice by the Agent cash collateralize such Default- ing Lender’s Ratable Portion of the Letters of Credit and LC Disbursements un- der such Revolving Facility (after giving effect to any partial reallocation pursu- ant to clause (i) above) in accordance with the procedures set forth in Section 2.04(j) for so long as such Letters of Credit or LC Disbursements are outstand- ing; v. vi. if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.10(b)(ii) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Unused Line Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 12.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' ’ Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41(b) if the reallocation described in clause (a) above cannot, or can only partially, be effected, the Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swing Loans, and (y) second, cash collateralize for the benefit of the Issuing Lender the Borrowers’ obligations corresponding to such Defaulting Lender’s Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (a) above) in a deposit account held at the Administrative Agent for so long as such Letter of Credit Obligations are outstanding; (c) if the Borrowers cash collateralize any portion of such Defaulting Lender’s Letter of Credit Obligations pursuant to clause (b) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.9.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s Letter of Credit Obligations during the period such Defaulting Lender’s Letter of Credit Obligations are cash collateralized; (d) if the Letter of Credit Obligations of the non-Defaulting Lenders are reallocated pursuant to clause (a) above, then the fees payable to the Lenders pursuant to Section 2.9.2 [Letter of Credit Fees] shall be adjusted in accordance with such non-Defaulting Lenders’ Ratable Share; and (e) if all or any portion of such Defaulting Lender’s Letter of Credit Obligations are neither reallocated nor cash collateralized pursuant to clause (a) or (b) above, then, without prejudice to any rights or remedies of the Issuing Lender or any other Lender hereunder, all Letter of Credit Fees payable under Section 2.9.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s Letter of Credit Obligations shall be payable to the Issuing Lender (and not to such Defaulting Lender) until and to the extent that such Letter of Credit Obligations are reallocated and/or cash collateralized; and

Defaulting Lenders. Notwithstanding If for any provision reason any Lender wrongfully (in violation of this Agreement Agreement) fails or refuses to advance its Pro Rata Share of the Term Loans, or otherwise defaults on any of its material obligations under this Agreement, and fails to cure its default within five (5) Business Days of receiving written notice from Administrative Agent of its failure to perform (such Lender being a “Defaulting Lender”), then in addition to the contraryrights and remedies that may be available to Administrative Agent and Lenders at law or in equity, if any Lender becomes a the Defaulting Lender, then ’s right to participate in this Agreement will be suspended during the following provisions shall apply for so long as pendency of such Lender is a Defaulting Lender: ’s uncured default, and (iwithout limiting the foregoing) fees shall cease to accrue on Administrative Agent may (or at the unfunded portion direction of the Commitment Majority Term A Lenders, shall) withhold from such Defaulting Lender any interest payments, fees, principal payments, or other sums otherwise payable to such Defaulting Lender under the Loan Documents until such default of such Defaulting Lender pursuant has been cured. Each non-defaulting Lender will have the right, but not the obligation, in its sole discretion, to Section 2.3 [Commitment Fees]; acquire at par a proportionate share (ii) based on the Commitment and outstanding ratio of its Term Loans to the aggregate amount of the Term Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote all of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-defaulting Lenders that elect to acquire a share of the Defaulting Lender’s Term Loans) of the Principal Debt of the Defaulting Lender’s Term Loans. The Defaulting Lender will pay and protect, defend, and indemnify Administrative Agent and each of the other Lenders against, and hold Administrative Agent, and each of the other Lenders harmless from, all claims, actions, proceedings, liabilities, damages, losses, and expenses (including without limitation Attorney Costs, and interest at the Reference Rate plus two percent (2%) per annum for the funds advanced by Administrative Agent or any Lenders on account of the Defaulting Lender) they may sustain or incur by reason of or in accordance with their respective Ratable Shares but only consequence of the Defaulting Lender’s failure or refusal to perform its obligations under the Loan Documents. Administrative Agent may set off against payments due to the Defaulting Lender for the claims of Administrative Agent and the other Lenders against the Defaulting Lender. The exercise of these remedies will not reduce, diminish or liquidate the Defaulting Lender’s Term Loans (except to the extent that (xpart or all of such Term Loans is acquired by the other Lenders as specified above) or its obligations to share losses and reimbursement for costs, liabilities and expenses under this Agreement. This indemnification will survive the Revolving Facility Usage does not exceed the total payment and satisfaction of all non-Defaulting of Borrower’s obligations and liabilities to Lenders' Revolving Credit Commitments. The foregoing provisions of this Section 10.11 are solely for the benefit of Administrative Agent and Lenders, and (y) no Potential Default may not be enforced or Event of Default has occurred and is continuing at such time; 41relied upon by Borrower.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Unused Line Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 12.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' ’ Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41(b) if the reallocation described in clause (a) above cannot, or can only partially, be effected, the Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swing Loans, and (y) second, cash collateralize for the benefit of the Issuing Lender the Borrowers’ obligations corresponding to such Defaulting Lender’s Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (a) above) in a deposit account held at the Administrative Agent for so long as such Letter of Credit Obligations are outstanding; {N0289348 2 } 48

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if at any time there exists a Revolving Credit Lender becomes that is a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: , (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iiia) if any Swing Loans are outstanding Swingline Exposure or any Letter of Credit Obligations exist L/C Exposure exists at the such time such Lender becomes a Defaulting Lender, then: then (ai) all or any part of the outstanding Swing Loans Swingline Exposure and Letter of Credit Obligations L/C Exposure of such Defaulting Lender shall be reallocated among the non-Revolving Credit Lenders that are not Defaulting Lenders in accordance with their respective Ratable Shares Pro Rata Percentages but only to the extent that (x) the sum of all such non-Defaulting Lenders’ Revolving Facility Usage Credit Exposures plus such Defaulting Lender’s Swingline Exposure and L/C Exposure does not exceed the total of all such non-Defaulting Lenders' ’ Revolving Credit Commitments; provided that at no time shall any non-Defaulting Lender’s Revolving Credit Exposure exceed such non-Defaulting Lender’s Revolving Credit Commitments, (ii) if the reallocation described in clause (i) cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) no Potential Default second, cash collateralize for the benefit of the Issuing Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.23(j) for so long as such L/C Exposure is outstanding, (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s L/C Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any L/C Participation Fees with respect to such Defaulting Lender’s L/C Exposure during the period such Defaulting Lender’s L/C Exposure is cash collateralized, (iv) if the L/C Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the Fees payable to the Lenders pursuant to Section 2.05(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Pro Rata Percentages and (v) if all or Event any portion of Default has occurred such Defaulting Lender’s L/C Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all L/C Participation Fees with respect to such Defaulting Lender’s L/C Exposure shall be payable to the Issuing Bank until and to the extent that such L/C Exposure is continuing at reallocated and/or cash collateralized and (b) so long as such time; 41Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding L/C Exposure will be entirely covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.26(a), and participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.26(a)(i) (and such Defaulting Lender shall not participate therein). Without limiting Section 9.08, this Section 2.26 may not be amended, waived or otherwise modified without the prior written consent of the Administrative Agent, the Swingline Lender and the Issuing Bank.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 2.5 [Commitment Fees]; (iib) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iiic) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (ai) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' ’ Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swing Loans, and (y) second, cash collateralize for the benefit of the Issuing Lender the Borrower’s obligations corresponding to such Defaulting Lender’s Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in a deposit account held at the Administrative Agent for so long as such Letter of Credit Obligations are outstanding; (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s Letter of Credit Obligations pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(d) [Letter of Credit Fees] with respect to such Defaulting Lender’s Letter of Credit Obligations during the period such Defaulting Lender’s Letter of Credit Obligations are cash collateralized;

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Revolving Credit Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 10.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected therebypursuant to the terms of this Agreement; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (aA) all or any part of the Ratable Share of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all nonNon-Defaulting Lenders' Revolving Credit Commitments; (B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, the Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swing Loans, and (y) no Potential Default second, cash collateralize for the benefit of the Issuing Lender the Borrowers' obligations corresponding to such Defaulting Lender's Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (a) above) in a deposit account held at the Administrative Agent for so long as such Letter of Credit Obligations are outstanding; (C) if the Borrowers cash collateralize any portion of such Defaulting Lender's Letter of Credit Obligations pursuant to clause (B) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.7.2 [Letter of Credit Fees] with respect to such Defaulting Lender's Letter of Credit Obligations during the period such Defaulting Lender's Letter of Credit Obligations are cash collateralized; (D) if the Letter of Credit Obligations of the Non-Defaulting Lenders are reallocated pursuant to clause (A) above, then the fees payable to the Lenders pursuant to Section 2.7.2 [Letter of Credit Fees] shall be adjusted in accordance with such Non-Defaulting Lenders' Ratable Share; and (E) if all or Event any portion of Default has occurred such Defaulting Lender's Letter of Credit Obligations are neither reallocated nor cash collateralized pursuant to clause (A) or (B) above, then, without prejudice to any rights or remedies of the Issuing Lender or any other Lender hereunder, all Letter of Credit Fees payable under Section 2.7.2 [Letter of Credit Fees] with respect to such Defaulting Lender's Letter of Credit Obligations shall be payable to the Issuing Lender (and is continuing at not to such timeDefaulting Lender) until and to the extent that such Letter of Credit Obligations are reallocated and/or cash collateralized; 41and 223667699

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding LC Exposure or any Letter of Credit Obligations exist Swingline Exposure exists at the time such a Lender becomes a Defaulting Lender, then: (ai) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender LC Exposure or Swingline Exposure shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Ratable Shares Applicable Revolving Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the sum of all Non-Defaulting Lenders’ Revolving Facility Usage Credit Exposures does not exceed the total of all nonNon-Defaulting Lenders' ’ Revolving Credit Commitments, Commitments and (y) no Potential Default or Event of Default has occurred and is continuing the conditions set forth in Section 6.02 are satisfied at such time; 41(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable law, within one (1) Business Day following notice by the Administrative Agent cash collateralize such Defaulting Lender’s LC Exposure and prepay such Defaulting Lender’s Swingline Exposure (in each case after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.08(j) for so long as such LC Exposure is outstanding; (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to this Section 2.08(k), the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.05(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized; (iv) if the LC Exposure and the Swingline Exposure of the Non- Defaulting Lenders is reallocated pursuant to this Section 2.08(k), then the fees payable to the Revolving Lenders pursuant to Section 3.05(a) and Section 3.05(b) shall be adjusted in accordance with such Non-Defaulting Lenders’ Applicable Revolving Percentages; or (v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.08(k), then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all commitment fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Revolving Commitment that was utilized by such LC Exposure) under Section 3.05(a) and letter of credit fees payable under Section 3.05(b)

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.09; (ii) the Commitment and outstanding Loans Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected therebyhereunder; (iii) if any Swing Line Loans are shall be outstanding or any Letter of Credit Obligations exist at the time such a Lender becomes a Defaulting Lender, Lender then: (aA) all or any part of the outstanding unfunded participations in and commitments with respect to such Swing Line Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares pro rata Credit Exposures but only to the extent that (x) the Revolving Facility Usage sum of all non-Defaulting Lenders’ Credit Exposure plus such Defaulting Lenders’ Loans and participations in and commitments with respect to Loans does not exceed the total of all non-Defaulting Lenders' Revolving Lender’s Commitments and no individual Lender’s Credit Commitments, Exposure exceeds its Commitment and (y) no Potential Default or Event of Default has occurred and is continuing the conditions set forth in Article IV are satisfied at such time. (B) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent, prepay the outstanding Swing Line Loans that were not reallocated; 41(iv) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.15 but excluding Section 2.16) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, to the payment of any amounts owing by such Defaulting Lender to the Swing Line Lender hereunder, (iii) third, to the funding of any Loan or the funding of any participating interest in any Swing Line Loan or in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (v) fifth, to the payment of any amounts owing to the Borrower or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Borrower or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and (vi) sixth, if so determined by the Administrative Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Credit Exposure of such Lenders to the aggregate outstanding Credit Exposure equals such ratio immediately prior to the 37

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Credit Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees The Commitment Fee shall cease to accrue on the unfunded unused portion of the Commitment Revolving Credit Commitments of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]under ‎Section 2.10(b); (iib) Any payment of principal, interest, fees or other amounts received by the Commitment and outstanding Loans Administrative Agent for the account of such Defaulting Lender shall not be included in determining (whether the Required Lenders have taken voluntary or may take any action hereunder (including any consent to any amendmentmandatory, waiver or other modification at maturity, pursuant to Section 11.1 [Modifications, Amendments ‎Article 8 or Waivers]); provided, that this clause (iiotherwise) shall not apply to or received by the vote of Administrative Agent from a Defaulting Lender in pursuant to ‎Section 11.10 shall be applied at such time or times as may be determined by the case Administrative Agent as follows: first, to the payment of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of amounts owing by such Defaulting Lender shall be reallocated among to the non-Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lenders Lender to the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with their respective Ratable Shares but only ‎Section 2.04(g) fourth, as the Borrower may request (so long as no Default exists), to the extent that funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) the Revolving Facility Usage does not exceed the total of all non-satisfy such Defaulting Lenders' Revolving Credit Commitments, Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with ‎Section 2.04(g) sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Potential Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or Event as otherwise directed by a court of Default has occurred and competent jurisdiction; provided that if (x) such payment is continuing at such time; 41a payment of the principal amount of any Loans or L/C 105

Defaulting Lenders. Notwithstanding any provision of this Agreement to In the contrary, if event that any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees such Defaulting Lender’s Commitment and outstanding Loans shall cease be excluded for purposes of calculating the fee payable to accrue on the unfunded portion Lenders in respect of the Commitment of Section 2.12(a), and such Defaulting Lender shall not be entitled to receive any fee pursuant to Section 2.3 [2.12(a) with respect to such Defaulting Lender’s Commitment Fees]; or Loans. (iib) the Commitment Commitments and outstanding Loans of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 11.1 [Modifications9.03), Amendments provided that any waiver, amendment or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender. (c) in the event a Defaulting Lender has defaulted on its obligation to fund any Loan, or each purchase any participation pursuant to Section 2.05(b) or Section 2.06(b) hereof, until such time as the Default Excess with respect to such Defaulting Lender directly affected thereby; has been reduced to zero, any prepayments or repayments on account of the Loans or participations purchased pursuant to Section 2.05(b) or Section 2.06(b) shall be applied to the Loans and funded participations of other Lenders as if such Defaulting Lender had no Loans or funded participations outstanding. (iiid) if If any Swing Swingline Loans are outstanding or any Letter of Credit Obligations exist are outstanding at the time such a Lender becomes a Defaulting Lender, Lender then: (ai) all or any part of the outstanding Swing such Swingline Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed Applicable Percentage of the total Commitment provided that no Lender’s Exposure shall exceed its Commitment; (ii) if the reallocation described in paragraph (i) above cannot, or can only partially, be effected, the Borrowers shall within one Business Day following notice by the Administrative Agent (A) first, prepay the amount of all non-the Swingline Loans equal to Defaulting Lenders' Revolving Credit Commitments, Lender’s Applicable Percentage thereof after giving effect to any partial reallocation pursuant to paragraph (i) above and (yB) no Potential Default or Event second, cash collateralize such Defaulting Lender’s Applicable Percentage of Default has occurred Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to paragraph (i) above) in accordance with the procedures set forth in Section 2.06(c) and is continuing at for so long as any such timeLetter of Credit Obligations are outstanding; 41(iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s Applicable Percentage of Letter of Credit Obligations pursuant to this Section 2.21(d), the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to

Defaulting Lenders. Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Section 2.25 or elsewhere in this Agreement, (i) if any L/C Exposure exists at any time at which a Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (aA) all or any part of the outstanding Swing Loans and Letter of Credit Obligations L/C Exposure of such Defaulting Lender shall be reallocated among the nonRevolving Lenders who are Non-Defaulting Lenders in accordance with their respective Ratable Shares Applicable Percentages but only (x) to the extent that (x) the sum of the Revolving Facility Usage Exposures of all Non-Defaulting Lenders and of such Defaulting Lender does not exceed the total available Commitments of all nonthe Non-Defaulting Lenders' Revolving Credit Commitments, Lenders and (y) no Potential Default or Event of Default has occurred and is continuing if the conditions to each Credit Extension set forth in Section 4.02 are satisfied at such time; 41provided that the fees payable to such Non-Defaulting Lenders pursuant to Section 2.12(b) shall be adjusted in accordance with such Non-Defaulting Lenders’ respective Applicable Percentages and (B) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall, within three Business Days following notice by the Administrative Agent, to the extent such reallocation could not be effected, cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding (or until such Lender ceases to be a Defaulting Lender) (and if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to this Section 2.25, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure for so long as such LC Exposure is so cash collateralized) and (ii) in the event that and for so long as any Revolving Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit unless it is satisfied that the related exposure will be fully allocated among the Non-Defaulting Lenders and/or cash collateralized in accordance with the procedures set forth in Section 2.06(j), and participations in any such newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with clause (i) above (and Defaulting Lenders shall not participate therein). In the event that the Administrative Agent, the Borrower and each Issuing Bank each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposures of the Lenders shall be readjusted (in a manner determined by the Administrative Agent to be necessary or appropriate) to reflect the inclusion of such Lender’s Applicable Percentage in the determination of such LC Exposures.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender Bank becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender Bank is a Defaulting Lender: (ia) facility fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.05(a) hereof; (iib) the Commitment and outstanding Loans Credit Exposure of such Defaulting Lender shall not be included in determining whether all Banks, all affected Banks or the Required Lenders Majority Banks have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 11.04 hereof), except that (i) the Commitment(s) of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (ii) any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification consent requiring the consent of such Lender all the Banks or each affected Bank that by its terms affects any Defaulting Lender directly more adversely than the other affected therebyBanks shall require the consent of such Defaulting Lender; (iiic) if any Swing Loans are outstanding or any Letter of Credit Obligations exist LC Exposure exists at the time a Bank becomes a Defaulting Lender or any time such Lender becomes Bank remains a Defaulting Lender, then: (ai) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender LC Exposure shall be reallocated among the non-Non- Defaulting Lenders Banks in accordance with their respective Ratable Shares Applicable Percentages but only to the extent that (x) the Revolving Facility Usage sum of any Non-Defaulting Bank’s Credit Exposure plus its Applicable Percentage of such Defaulting Lender’s LC Exposure plus the aggregate principal amount of outstanding Money Market Loans made by such Non-Defaulting Bank does not exceed such Non-Defaulting Bank’s Commitment, (y) the sum of all Non-Defaulting Banks’ Credit Exposures plus such Defaulting Lender’s LC Exposure plus the aggregate principal amount of all outstanding Money Market Loans does not exceed the total of all nonNon-Defaulting Lenders' Revolving Credit Commitments, Banks’ Commitments and (yz) no Potential Default or Event of Default has occurred and is continuing the conditions set forth in Section 6.02 hereof are satisfied at such time; 41time (it being understood that such LC Exposure shall not be reallocated after the Commitments are terminated on the Commitment Termination Date);

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (ia) fees The Commitment Fee shall cease to accrue on the unfunded portion any of the Commitment Revolving Credit Commitments of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]‎Section 2.09(a); (iib) the Commitment and outstanding Loans Commitment, Outstanding Amount of Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, the Required Lenders or the Required Revolving Credit Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]‎Section 10.01); providedprovided that (x) any waiver, amendment or modification of the type described in clause ‎(a), ‎(b) or ‎(c) of the first proviso in ‎Section 10.01 that this clause (ii) shall not would apply to the vote of a Revolving Credit Commitments or Obligations owing to such Defaulting Lender or (y) any waiver, amendment or modification (other than as described in the case of an amendment, waiver or other modification forgoing clause (x) requiring the consent of all Lenders or each affected Lender) which affects such Defaulting Lender disproportionally when compared to other affected Lenders, in each case, shall require the consent of such Defaulting Lender with respect to the effectiveness of such waiver, amendment or modification with respect to the Revolving Credit Commitments or Obligations owing to such Defaulting Lender; (c) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to ‎Article IX or otherwise), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Loan Party as a result of any judgment of a court of competent jurisdiction obtained by any Loan Party against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and fifth, to that Defaulting Lender or each Lender directly affected therebyas otherwise 119 #95488248v20 directed by a court of competent jurisdiction; provided that, if such payment is a payment of the principal amount of any Loans, such payment shall be applied solely to pay the relevant Loans of the relevant non-Defaulting Lenders on a pro rata basis prior to being applied in the manner set forth in this clause ‎(c). (iiid) if any Swing Loans are outstanding Line Obligations or any Letter of Credit L/C Obligations exist at the time such Lender becomes a Defaulting Lender, Lender then: (ai) all or any part of the outstanding Swing Loans and Letter of Credit Line Obligations or L/C Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares Applicable Percentage but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all such non-Defaulting Lenders' ’ Revolving Credit Exposures does not exceed its Revolving Credit Commitments; (ii) if the reallocation described in clause ‎(i) above cannot, or can only partially, be effected, the Borrowers shall within three (3) Business Days following notice by the Administrative Agent (x) first, prepay such Swing Line Obligations and (y) no Potential Default second, Cash Collateralize for the benefit of the L/C Issuer only the Borrowers’ obligations corresponding to such Defaulting Lender’s L/C Obligations (after giving effect to any partial reallocation pursuant to clause ‎(i) above) in accordance with the procedures set forth in ‎Section 2.03(f) for so long as such L/C Obligations are outstanding; (iii) if the Borrowers Cash Collateralize any portion of such Defaulting Lender’s L/C Obligations pursuant to clause ‎(ii) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to ‎Section 2.03(h) with respect to such Defaulting Lender’s L/C Obligations during the period such Defaulting Lender’s L/C Obligations are Cash Collateralized; (iv) if the L/C Obligations of the non-Defaulting Lenders are reallocated pursuant to clause ‎(i) above, then the fees payable to the Lenders pursuant to Sections ‎2.09(a) and ‎2.03(h) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentage; and (v) if all or Event any portion of Default such Defaulting Lender’s L/C Obligations is neither reallocated nor Cash Collateralized pursuant to clause ‎(i) or ‎(ii) above, then, without prejudice to any rights or remedies of the L/C Issuer or any other Lender hereunder, all letter of credit fees payable under ‎Section 2.03(h) with respect to such Defaulting Lender’s L/C Obligations shall be payable to the L/C Issuer until and to the extent that such L/C Obligations are reallocated and/or Cash Collateralized; and (e) so long as such Lender is a Defaulting Lender, the Swing Line Lender shall not be required to fund any Swing Line Loan and the L/C Issuer shall not be required to issue, amend or increase any Letter of Credit, unless it has occurred received assurances satisfactory to it that non-Defaulting Lenders will cover the related exposure and/or cash collateral will be provided by the Borrowers in accordance with ‎‎Section 2.16(d), and is continuing at such time; 41participating interests in any newly made Swing Line Loan or any newly issued or increased Letter of Credit shall 120 #95488248v20

Defaulting Lenders. Notwithstanding any provision of this Agreement Anything contained herein to the contrarycontrary notwithstanding, if in the event that any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall cease be deemed not to accrue be a “Lender,” and the amount of such Defaulting Lender’s Revolving Commitment, Revolving Loans, Term Commitments, Term Loans, Swingline Exposure and LC Exposure shall be excluded for purposes of voting, and the calculation of voting, on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents, except that the amount of such Defaulting Lender’s Revolving Commitment, Revolving Loans, Term Commitments, Term Loans, Swingline Exposure and LC Exposure shall be included for purposes of voting, and the calculation of voting, on the unfunded portion matters set forth in Sections 11.02(b)(i)-(viii) and 11.02(b)(x)-(xii) (including the granting of any consents or waivers) only to the extent that any such matter disproportionately affects such Defaulting Lender; (ii) to the extent permitted by applicable Legal Requirements, until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, (A) any optional prepayment of the Commitment Revolving Loans pursuant to Section 2.10(a) shall, if the Administrative Borrower so directs at the time of making such optional prepayment, be applied to the Revolving Loans of other Revolving Lenders in accordance with Section 2.10 as if such Defaulting Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender were zero, and (B) any mandatory prepayment of the Revolving Loans pursuant to Section2.10 shall, if the Administrative Borrower so directs at the time of making such mandatory prepayment, be applied to the Revolving Loans and Revolving Exposure of other Revolving Lenders (but not to the Revolving Loans and Revolving Exposure of such Defaulting Lender) in accordance with Section2.10 as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it being understood and agreed that the Borrowers shall be entitled to retain any portion of any mandatory prepayment of the Revolving Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (B); (iii) the amount of such Defaulting Lender’s Revolving Commitment, Revolving Loans and LC Exposure shall be excluded for purposes of calculating the Commitment Fee payable to Revolving Lenders pursuant to Section 2.3 [Commitment Fees]; (ii2.05(a) the Commitment in respect of any day during any Default Period with respect to such Defaulting Lender, and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take entitled to receive any action hereunder (including any consent to any amendment, waiver or other modification Commitment Fee pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii2.05(a) shall not apply with respect to the vote such Defaulting Lender’s Revolving Commitment in respect of a any Default Period with respect to such Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected therebyLender; (iiiiv) if any Swing Loans are outstanding Swingline Exposure or any Letter of Credit Obligations exist LC Exposure exists at the time such a Revolving Lender becomes a Defaulting Lender, Lender then: (aA) all or any part of the outstanding Swing Loans such Swingline Exposure and Letter of Credit Obligations of such Defaulting Lender LC Exposure shall be reallocated among the non-Revolving Lenders that are not Defaulting Lenders in accordance with their respective Ratable Shares but Revolving Commitments but, in any case, only to the extent that (x) the sum of the Revolving Facility Usage Exposures of all Revolving Lenders that are not Defaulting Lenders does not exceed the total of the Revolving Commitments of all Revolving Lenders that are not Defaulting Lenders; (B) if the reallocation described in clause (A) above cannot, or can only partially, be effected (as reasonably determined by the Administrative Agent), the Borrowers, jointly and severally, shall within one Business Day following notice by the Administrative Agent (x) prepay such Swingline Exposure of such Defaulting Lender and (y) Cash Collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with the procedures set forth in Section 2.18(i) for so long as such LC Exposure is outstanding; (C) if the Borrowers Cash Collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to this clause (iv), the Borrowers shall not be required to pay any LC Participation Fee to such Defaulting Lender pursuant to Section 2.05(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is Cash Collateralized; (D) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to this clause (iv), then the fees payable to the Revolving Lenders pursuant to Section 2.05 shall be adjusted in accordance with such non-Defaulting Lenders' ’ reallocated LC Exposure; and (E) if any Defaulting Lender’s LC Exposure is neither Cash Collateralized nor reallocated pursuant to this clause (iv), then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, all Commitment Fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Revolving Credit CommitmentsCommitment that was utilized by such LC Exposure) and LC Participation Fee payable under Section 2.05 with respect to such Defaulting Lender’s LC Exposure shall be payable to each applicable Issuing Bank until such LC Exposure is Cash Collateralized and/or reallocated; (v) the Revolving Exposure of all Lenders as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender; and (vi) so long as any Revolving Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with clause (iv) of this Section 2.16(c), and participating interests in any such newly issued or increased Letter of Credit or newly made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with clause (yiv)(A) no Potential Default or Event of Default this Section 2.16(c) (and Defaulting Lenders shall not participate therein). In the event that each of the Administrative Agent, the Borrowers, the Issuing Banks and the Swingline Lender agree that a Defaulting Lender has occurred adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure, LC Exposure and is continuing Revolving Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Revolving Lender’s Revolving Commitment and on such date such Revolving Lender shall purchase at par such time; 41of the Revolving Loans of the other Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Revolving Loans in accordance with its Revolving Commitment.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.12(a); (ii) the Commitment and outstanding Loans Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]10.02); provided, that this clause (iib) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist LC Exposure exists at the time such Lender becomes a Defaulting Lender, Lender then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares Applicable Percentages but only to the extent that the sum of all non-Defaulting Lenders’ Revolving Credit Exposure (xafter giving effect to such reallocation) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit ’ Commitments; if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent, Cash Collateralize for the benefit of the Issuing Lenders only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.04(k) for so long as such LC Exposure is outstanding; Page if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b)(i) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is Cash Collateralized; if the LC Exposure of such Defaulting Lender is reallocated to the non-Defaulting Lenders pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.12(a) and Section 2.12(b)(i) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages after giving effect to the reallocation of such Defaulting Lender’s LC Exposure pursuant to clause (i) above; and if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor Cash Collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Lender or any other Lender hereunder, all fees payable under Section 2.12(b)(i) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Lenders until and to the extent that such LC Exposure is reallocated and/or Cash Collateralized; and so long as such Lender is a Defaulting Lender, no Issuing Lender shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.20(c), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41Defaulting Lender shall not participate therein);

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers])9.2) for so long as such Lender is a Defaulting Lender; provided, that the provisions of this clause (ii) sentence shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender all Lenders or each Lender directly affected thereby; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at . In the time event that the Administrative Agent and the Borrower agree that a Defaulting Lender has adequately remedied all matters that caused such Lender becomes to be a Defaulting Lender, then: (a) all or any part then the Administrative Agent will so notify the parties hereto, whereupon as of the outstanding Swing Loans effective date specified in such notice and Letter subject to any conditions set forth therein such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Credit Obligations the Borrower while such Lender was a Defaulting Lender; provided, further, that, except as otherwise expressly agreed by the affected parties, no change hereunder of such a Lender’s status from a Defaulting Lender shall be reallocated among the to a non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total Lender will constitute a waiver or release of all non-any claim of any party hereunder arising from such Lender’s having been a Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41Lender.

Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as any such Lender is a Defaulting Lender: (i) fees no commitment fee shall cease to accrue on the unfunded portion unused amount of the any Commitment of such any Defaulting Lender pursuant to Section 2.3 [Commitment Fees]2.12(a); (ii) the Commitment Commitments and outstanding Loans Revolving Credit Exposures of such each Defaulting Lender shall not be included disregarded in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendmentwaiver, waiver amendment or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]9.02); provided, however, that any waiver, amendment or other modification that, disregarding the effect of this clause (ii) shall not apply ), requires the consent of all Lenders or of all Lenders affected thereby shall, except as otherwise provided in Section 9.02, continue to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring require the consent of such Defaulting Lender or each Lender directly affected therebyin accordance with the terms hereof; (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist LC Exposure exists at the time such any Lender becomes a Defaulting Lender, then: (aA) all or any part of the outstanding Swing Loans and Letter of Credit Obligations LC Exposure of such Defaulting Lender (other than any portion of such LC Exposure attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation as contemplated by Sections 2.06(d) and 2.06(e)) shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Ratable Shares Combined Tranche Percentages, but only to the extent that (x) that, after giving effect to such reallocation, the sum of all Non- Defaulting Lenders’ US Tranche Revolving Facility Usage does Exposures would not exceed the total sum of all nonNon-Defaulting Lenders' ’ US Tranche Revolving Credit Commitments and the sum of all Non-Defaulting Lenders’ European Tranche Revolving Exposures would not exceed the sum of all Non-Defaulting Lenders’ European Tranche Revolving Commitments; (B) if the reallocation described in clause (A) above cannot, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41can only partially, be effected, each Borrower shall within two Business Days 79

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]3.05(a); (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Majority Lenders have taken or may take any action hereunder (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 11.1 [Modifications12.02), Amendments provided that any waiver, amendment or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender all Lenders or each affected Lender directly affected thereby; (iii) shall require the consent of such Defaulting Lender. if any Swing Loans are outstanding or any Letter of Credit Obligations exist LC Exposure exists at the time such a Lender becomes a Defaulting Lender, Lender then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares Applicable Percentages but only to the extent that (x) the sum of all non-Defaulting Lenders' Revolving Facility Usage Credit Exposures plus such Defaulting Lender's LC Exposure does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, Commitments and (y) no Potential Default or Event of Default has occurred and is continuing the conditions set forth in Section 6.02 are satisfied at such time; 41and if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent cash collateralize such Defaulting Lender's LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.07(i) for so long as such LC Exposure is outstanding; if the Borrower cash collateralizes any portion of such Defaulting Lender's LC Exposure pursuant to this Section 4.04(c), the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.05(b) with respect to such Defaulting Lender's LC Exposure during the period such Defaulting Lender's LC Exposure is cash collateralized; if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to this Section 4.04(c), then the fees payable to the Lenders pursuant to Section 3.05(a) and Section 3.05(b) shall be adjusted in accordance with such non-Defaulting Lenders' Applicable Percentages; or if any Defaulting Lender's LC Exposure is neither cash collateralized nor reallocated pursuant to this Section 4.04(c), then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all commitment fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender's Commitment that was utilized by such LC Exposure) under Section 3.05(a) and letter of credit fees payable under Section 3.05(b) with respect to such Defaulting Lender's LC Exposure shall be payable to the Issuing Bank until such LC Exposure is cash collateralized and/or reallocated; and If any Swing Line Exposure exists at the time a Lender becomes a Defaulting Lender then: all or any part of such Defaulting Lender's Swing Line Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender's Commitment) but only to the extent (x) the sum of all Non-Defaulting Lenders' Revolving Credit Exposures plus such Defaulting Lender's LC Exposure does not exceed the total of all Non-Defaulting Lenders' Commitments and (y) the conditions set forth in Section 6.02 are satisfied at such time; if the reallocation described in clause (i) above cannot, or can only partially, be effected, then the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize such Defaulting Lender's Swing Line Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 10.02 for so long as such Swing Line Exposure is outstanding; or if the Swing Line Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 4.04(d), then the fees payable to the Lenders pursuant to Section 3.05(a) and Section 3.05(b) shall be adjusted in accordance with such Non-Defaulting Lenders' Applicable Percentages (calculated without regard to such Defaulting Lender's Commitment). so long as any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure of such Defaulting Lender will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 4.04(c), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 4.04(c)(i) (and any Defaulting Lender shall not participate therein). For the avoidance of doubt, the existence of a Defaulting Lender shall not affect the obligation of the Issuing Bank to issue Letters of Credit but shall only reduce the LC Commitment by the amount allocated to such Defaulting Lender to the extent the Defaulting Lender's obligations under Section 2.07(d) are not reallocated to other non-Defaulting Lenders or cash collateralized. In the event that the Administrative Agent, the Borrower, the Swing Line Lender and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Defaulting Lender to be a Defaulting Lender, then the LC Exposure of the non-Defaulting Lenders shall be readjusted to reflect the inclusion of such Defaulting Lender's Commitment and on such date such Defaulting Lender shall purchase at par such of the Revolving Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Defaulting Lender to hold such Revolving Loans in accordance with its Applicable Percentage.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if (a) If any Lender becomes (a "Defaulting Lender"; and, for purposes hereof, any Lenders that is not a Defaulting Lender, a "Non-Defaulting Lender") shall for any reason fail to (i) make any respective Loan required pursuant to the terms of this Agreement or (ii) pay its Proportionate Share of an advance or disbursement to protect the Project or the lien of the Loan Documents, Administrative Agent and any of the Non-Defaulting Lenders may, but shall not be obligated to, make all or a portion of the Defaulting Lender's Proportionate Share of such advance; provided, however, that Administrative Agent or such Non-Defaulting Lender gives the Defaulting Lender and Administrative Agent three (3) Business Days prior notice of its intention to do so. The right to make such advances in respect of the Defaulting Lender shall be exercisable first by Administrative Agent, and then by the following provisions shall apply for so long Non-Defaulting Lender holding the greatest Proportionate Share, and thereafter to each of the Non-Defaulting Lenders in descending order of their respective Proportionate Shares or in such other manner as such the Required Lenders (excluding the Defaulting Lender) may agree on. Any Lender is making all or any portion of a Defaulting Lender: (i) fees shall cease to accrue on the unfunded portion 's Proportionate Share of the Commitment of such applicable Loan advance in accordance with the foregoing terms and conditions shall be referred to as a "Special Advance Lender." Subject to a Defaulting Lender's right to cure as provided in Section 13.11(f), but notwithstanding anything else to the contrary contained in this Agreement, the Defaulting Lender's interest in, and any amounts due to a Defaulting Lender pursuant under, the Loan Documents (including, without limitation, all principal, interest, fees and expenses) shall be subordinate in lien priority and to the repayment of all amounts (including, without limitation, interest) then or thereafter due or to become due to the other Lenders under the Loan Documents, and the Defaulting Lender thereafter shall have no right to participate in any discussions among and/or decisions by the Lenders hereunder and/or under the other Loan Documents. Further, subject to Section 2.3 [Commitment Fees]; (ii13.11(f) the Commitment and outstanding Loans of such below, any Defaulting Lender shall not be included in determining whether the Required Lenders have bound by any amendment to, or waiver of, any provision of, or any action taken or may take omitted to be taken by Administrative Agent and/or the other Lenders under, any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply Loan Document which is made subsequent to the vote of Defaulting Lender becoming a Defaulting Lender in and, during such period, the case Loan Commitment of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; (iii) if any Swing Loans are and outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender, then: (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of principal amount held by such Defaulting Lender shall be reallocated among disregarded in any determination requiring the non-Defaulting approval of the Lenders in accordance with their respective Ratable Shares but only to or the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 41Required Lenders hereunder.