Common use of Defaulting Lenders Clause in Contracts

Defaulting Lenders. The failure of any Defaulting Lender to make any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make the Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1.

Defaulting Lenders. The failure of If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an a “Other Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to make which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Administrative Agent, then, in addition to the rights and remedies that may be available to the Administrative Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or purchase such participation on such dateto direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of the Requisite Lenders, but neither any Other Lender nor Agent shall be responsible for suspended during the pendency of such failure of any Defaulting or refusal. If a Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, is a Defaulting Lender shall not have because it has failed to make timely payment to the Administrative Agent of any voting or consent rights under or with respect amount required to be paid to the Administrative Agent hereunder (without giving effect to any Loan Document notice or constitute a “Lender” (cure periods), in addition to other rights and remedies which the Administrative Agent or be, the Borrower may have under the immediately preceding provisions or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lendersotherwise, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Administrative Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting LenderLender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Assignment Defaulting Lender under this Agreement so executed or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the replacement Administrative Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and Agent, shall be effective for purposes held uninvested by the Administrative Agent and paid to such Defaulting Lender upon the Defaulting Lender’s curing of this Section 2.1(g) and Section 11.1its default.

Defaulting Lenders. The failure of If for any reason any Lender (a "Defaulting Lender Lender") shall fail or refuse to make any Loan perform its obligations under this Agreement or any payment required by other Loan Document to which it hereunder on is a party within the date time period specified therefor shall not relieve for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of ten Business Days after notice from Agent, then, in addition to the rights and remedies that may be available to Agent or Borrower under this Agreement or Applicable Law, such Defaulting Lender's right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any other Lender (each such other Lenderright to vote in respect of, an “Other Lender”) to consent to or to direct any action or inaction of its obligations Agent or to make be taken into account in the Loan calculation of Majority Lenders or purchase such participation on such dateSupermajority Lenders, but neither any Other Lender nor Agent shall be responsible for suspended during the pendency of such failure of any Defaulting or refusal. If a Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, is a Defaulting Lender shall not have because it has failed to make timely payment to Agent of any voting or consent rights under or with respect amount required to be paid to Agent hereunder (without giving effect to any Loan Document notice or constitute a “Lender” (or becure periods), or have its Loans in addition to other rights and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, remedies which Agent or a Person reasonably acceptable to Agent shall Borrower may have under the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent immediately preceding provisions or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g)otherwise, Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting LenderLender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Assignment Lender under this Agreement so executed or any other Loan Document and (iii) to bring an action or suit against such Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the replacement Agent in respect of a Defaulting Lender's Loans shall not be paid to such Defaulting Lender and Agent, shall be effective for purposes held uninvested by Agent and paid to such Defaulting Lender upon the Defaulting Lender's curing of this Section 2.1(g) and Section 11.1its default.

Defaulting Lenders. (i) Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the applicable Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the applicable Borrowers, on the Business Day following such Funding Date that such Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrowers’ Agent of such failure to fund and, upon demand by the Agent, the Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The failure of any Defaulting Lender to make any applicable Loan or on any payment required by it hereunder on Funding Date (any such Lender, prior to the date specified therefor cure of such failure, being hereinafter referred to as a “Defaulting Revolving Lender”) shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations obligation hereunder to make the an applicable Loan or purchase such participation on such date, but neither any Other that Funding Date. No Lender nor Agent shall be responsible for the any other Lender’s failure to advance such other Lender’s Pro Rata Share of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1Borrowing.

Defaulting Lenders. The failure of any Defaulting Lender to make any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”a) of its obligations to make the Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein In addition to the contraryrights and remedies that may be available to the Administrative Agent or the Borrower under this Agreement or applicable law with respect to a Defaulting Lender, a Defaulting Lender shall not have any voting or consent rights under or with respect Lender’s right to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included participate in the determination administration of “Requisite Lenders” the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or “Lenders directly affected” hereunder) for to direct any voting action or consent rights under inaction of the Administrative Agent or with respect to any Loan Document except with respect to any amendment, modification or consent described be taken into account in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes calculation of determining Requisite the Required Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from suspended during the total Loans and Commitments outstandingpendency of such failure or refusal. At Borrower’s request, Agent or If a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that is a Defaulting Lender does not execute an Assignment Agreement pursuant because it has failed to Section 11.1 within five make timely payment to the Administrative Agent of any amount required to be paid to the Administrative Agent hereunder (5) Business Days after receipt by such Defaulting Lender of without giving effect to any notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(gor cure periods), in addition to other rights and remedies which the Administrative Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Administrative Agent shall be entitled (but not obligatedi) to execute collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the rate otherwise set forth herein or if no rate is otherwise set forth herein at the Federal Funds Effective Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an Assignment Agreement on behalf action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Administrative Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Administrative Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Lender upon such Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes ’s curing of this Section 2.1(g) and Section 11.1its default.

Defaulting Lenders. The failure of any Defaulting Lender to make any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make the Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth Anything herein to the contrarycontrary notwithstanding, during such period as a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute Bank is a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, to the fullest extent permitted by applicable law, such Bank will not be entitled to vote in respect of amendments, waivers, determinations, consents, or notifications hereunder or under any other Loan Document, and each Defaulting Lender agrees that it shallthe Commitment, at Agent’s requestoutstanding Advances, sell and assign to Agent other extensions of credit of such Bank hereunder will not be taken into account in determining whether the Majority Banks or such Person, all of the Commitments Banks, as required, have approved any such amendment, waiver, determination, consent, or notification (and the definition of “Majority Banks” will automatically be deemed modified accordingly for the duration of such period); provided, that Defaulting Lender for an amount equal to any such amendment, waiver, determination, consent, or notification that would (i) increase or extend the principal balance term of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf Commitment of such Defaulting Lender, and (ii) extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, (iii) reduce the principal amount of any obligation owing to such Assignment Agreement so executed by Defaulting Lender, (iv) reduce the replacement amount of or the rate or amount of interest on any amount owing to such Defaulting Lender and Agentor of any fee payable to such Defaulting Lender hereunder, shall be effective for purposes or (v) alter the terms of this proviso, will require the consent of such Defaulting Lender. If a Defaulting Lender’s consent to an amendment, waiver, determination, consent, or notification is required pursuant to this Section 2.1(g) 9.01 or any other provision in the Loan Documents, and Section 11.1such Defaulting Lender has failed to respond to a written request from the Administrative Agent to approve such waiver, amendment, determination, consent, or notification for 30 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 notification.

Defaulting Lenders. The failure Anything contained herein to the contrary notwithstanding, in the event that any Lender at any time is a Defaulting Lender, then (a) during any Defaulting Lender Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents and such Defaulting Lender’s Commitments shall be excluded for purposes of determining “Required Lenders” (provided that the foregoing shall not permit an increase or extension in such Lender’s Commitments or an extension of the maturity date or postponement of the date for any scheduled payment of any principal of such Lender’s Loans or other Obligations without such Lender’s consent); and (b) such Defaulting Lender’s Commitments and outstanding Loans shall be excluded for purposes of calculating any fee payable to Lenders pursuant to Section 2.1 in respect of any day during any Defaulting Lender Period with respect to such Defaulting Lender and such Defaulting Lender shall not be entitled to receive any fee pursuant to Section 2.1 with respect to such Defaulting Lender’s Commitment in respect of any Defaulting Lender to make any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make the Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or Period with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes No Commitment of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from increased or extended, and, except as otherwise expressly provided in this Section 1.15, performance by the total Loans Borrower of its obligations hereunder and Commitments outstandingthe other Loan Documents shall not be excused or otherwise modified as a result of the operation of this Section 1.15. At Borrower’s request, Agent or The rights and remedies against a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell under this Section 1.15 are in addition to other rights and assign to Agent or such Person, all of remedies which the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by Borrower may have against such Defaulting Lender and all accrued interest and fees with respect thereto through which the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Administrative Agent or any Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of may have against such Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1.

Defaulting Lenders. The failure of If for any reason any Lender (a "Defaulting Lender Lender") shall fail or refuse to make any Loan perform its obligations under this Agreement or any payment required by other Loan Document to which it hereunder on is a party within the date time period specified therefor shall not relieve for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of ten Business Days after notice from Agent, then, in addition to the rights and remedies that may be available to Agent or Borrower under this Agreement or Applicable Law, such Defaulting Lender's right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any other Lender (each such other Lenderright to vote in respect of, an “Other Lender”) to consent to or to direct any action or inaction of its obligations Agent or to make be taken into account in the Loan calculation of Majority Lenders or purchase such participation on such dateSupermajority Lenders, but neither any Other Lender nor Agent shall be responsible for suspended during the pendency of such failure of any Defaulting or refusal. If a Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, is a Defaulting Lender shall not have because it has failed to make timely payment to Agent of any voting or consent rights under or with respect amount required to be paid to Agent hereunder (without giving effect to any Loan Document notice or constitute a “Lender” (or becure periods), or have its Loans in addition to other rights and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, remedies which Agent or a Person reasonably acceptable to Agent shall Borrower may have under the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent immediately preceding provisions or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g)otherwise, Agent shall be entitled (but not obligatedi) to execute collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Lender under this Agreement or any other Loan Document and (iii) to bring an Assignment Agreement on behalf action or suit against such Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by Agent in respect of a Defaulting Lender's Loans shall not be paid to such Defaulting Lender and shall be held by Agent and either applied against the purchase price of such Loans under Section 3.6. or paid to such Defaulting Lender upon the Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes 's curing of this Section 2.1(g) and Section 11.1its default.

Defaulting Lenders. Unless the Agent receives notice from the Required Lenders on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lenders will not make available to the Agent those Lenders’ Pro Rata Shares of a requested Borrowing, (i) the Agent may assume that each Lender has made such amount available to the Agent in immediately available funds on the Funding Date, and (ii) each Lender shall be obligated to make its Pro Rata Share of such Borrowing available notwithstanding the existence of any Default or Event of Default or the non-satisfaction of any condition precedent in Article 8 (other than the conditions precedent set forth in Section 8.2(b), (c) and (d)). Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount and all Lenders shall be liable to the Agent for such amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the Borrowers, on the Business Day following such Funding Date that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If a Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrowers’ Agent of such failure to fund and, upon demand by the Agent, the Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Loans comprising that particular Borrowing. The failure of any Defaulting Lender to make any Loan or on any payment required by it hereunder on Funding Date (any such Lender, prior to the date specified therefor cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations obligation hereunder to make the a Loan or purchase such participation on such date, but neither any Other that Funding Date. No Lender nor Agent shall be responsible for the any other Lender’s failure to advance such other Lender’s Pro Rata Share of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1Borrowing.

Defaulting Lenders. The (i) Neither the failure of any Defaulting Lender to make any Loan or purchase any payment participation required to be made or purchased by it hereunder on in accordance with the date specified therefor terms of this Agreement nor the status of any Lender as a Defaulting Lender shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make the such Loan or purchase such participation on such date, but neither any Other Lender nor Administrative Agent shall be responsible for the failure of any Defaulting Lender to make the Loana Loan to be made, or to purchase a participation to be purchased, by such Defaulting Lender, and no Other Lender shall have any obligation to Administrative Agent or make any other payment required hereunderLender for the failure by such Defaulting Lender. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” or a “Revolving Lender” or any Lender of any other Class as applicable (or be, or have its Loans and Commitments, be included in the determination calculation of “Requisite Lenders”, “Requisite Revolving Lenders” or “the Lenders directly affected” of any other Class hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendmentDocument; provided that the foregoing shall not permit, modification or without the consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Defaulting Lender, (i) an increase in the principal amount of such Defaulting Lender’s Commitment, (ii) the reduction of the principal of, rate of interest on (other than reducing or waiving the Default Rate or MFN protection or any amendment to any financial ratio (or any defined term directly or indirectly used therein), even if the effect of such amendment would be to reduce the rate of interest on any Loan or other Obligation or to reduce any fee payable hereunder) or any Loan or Letter of Credit Obligations of such Defaulting Lender or (iii) unless all other Lenders affected thereby are treated similarly, the extension of any scheduled payment date or final maturity date of the principal amount of any Loan of such Defaulting Lender (it being understood and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this agreed that payments pursuant to Section 2.1(g) and Section 11.1.2.3 are not “scheduled”). 100

Defaulting Lenders. The failure of If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other a "Defaulting Lender, an “Other Lender”") shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to make which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender's right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or purchase such participation on such dateto direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, but neither any Other Lender nor Agent shall be responsible for suspended during the pendency of such failure of any Defaulting or refusal. If a Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, is a Defaulting Lender shall not have because it has failed to make timely payment to the Agent of any voting or consent rights under or with respect amount required to be paid to the Agent hereunder (without giving effect to any Loan Document notice or constitute a “Lender” (cure periods), in addition to other rights and remedies which the Agent or be, the Borrower may have under the immediately preceding provisions or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lendersotherwise, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting LenderLender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Assignment Defaulting Lender under this Agreement so executed or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the replacement Agent in respect of a Defaulting Lender's Loans shall not be paid to such Defaulting Lender and Agent, shall be effective for purposes held uninvested by the Agent and paid to such Defaulting Lender upon the Defaulting Lender's curing of this Section 2.1(g) and Section 11.1its default.

Defaulting Lenders. The failure (a) A Lender who fails to pay the Agent its Proportionate Share of any Defaulting Lender Revolving Loans (including Agent Advances) made available by the Agent on such Lender's behalf, or who fails to make pay any Loan or any payment required other amounts owing by it hereunder on to the date specified therefor shall not relieve any other Lender (each Agent, is a "DEFAULTING LENDER." The Agent is entitled to recover from such other Lender, an “Other Lender”) of its obligations to make the Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects all such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held amounts owing by such Defaulting Lender and all accrued interest and fees with respect thereto through on demand. If the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant pay such amounts on the Agent's demand, the Agent shall promptly notify the Funds Administrator and the Borrowers shall pay such amounts to Section 11.1 the Agent (to the extent the Agent has made such amounts available to or for the account of the Borrowers) within five (5) 5 Business Days after of the receipt by the Funds Administrator of such notice. In addition, the Defaulting Lender or the Borrowers shall pay to the Agent for its own account interest on such amount for each day from the date it was made available by the Agent to the Borrowers to the date it is recovered by the Agent at a rate per annum equal to (x) the overnight Federal Funds Rate if paid by the Defaulting Lender, or (y) the then applicable rate of notice interest calculated under SECTION 4.1, if paid by the Borrowers; plus, in each case, the Expenses and losses, if any, incurred as a result of replacement pursuant the Defaulting Lender's failure to this Section 2.1(g) and presentation perform its obligations. Nothing herein shall be deemed to relieve any Lender of its obligation to fulfill its commitments hereunder or to prejudice any rights which the Borrowers may have against any Lender as a result of any default by such Lender hereunder, including, without limitation, the right of the Borrowers to seek reimbursement from any Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled for any amounts paid by the Borrowers under CLAUSE (but not obligatedy) to execute such an Assignment Agreement above on behalf account of such Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1's default.

Defaulting Lenders. The failure Notwithstanding any provision of any Defaulting Lender to make any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make the Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then, for so long as such Lender is a Defaulting Lender, the Commitments and 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 voting action hereunder or consent rights under or with respect to any other Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for including any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent described of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover9.02, for require the purposes consent of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees in accordance with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreementterms hereof. In the event that the Administrative Agent and the Company agree that a Defaulting Lender does not execute an Assignment Agreement pursuant has adequately remedied all matters that caused such Lender to Section 11.1 within five (5) Business Days after receipt by be a Defaulting Lender, then on such date such Lender shall take such actions as the Administrative Agent may determine to be appropriate in connection with such Lender ceasing to be a Defaulting Lender, whereupon such Lender will cease to be a Defaulting Lender (but all amendments, waivers or other modifications effected without its consent in accordance with the provisions of notice of replacement pursuant to Section 9.02 and this Section 2.1(g) during such period shall be binding on it). The rights and presentation to such remedies against, and with respect to, a Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to under this Section 2.1(g)are in addition to, Agent shall be entitled (but and cumulative and not obligated) to execute such an Assignment Agreement on behalf of in limitation of, all other rights and remedies that the Administrative Agent, any Lender or the Company may at any time have against, or with respect to, such Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1.

Defaulting Lenders. The failure of (a) If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an a “Other Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of three (3) Business Days after notice from Administrative Agent, then, in addition to the rights and remedies that may be available to Administrative Agent or Borrower under this Agreement or applicable law, such Defaulting Lender’s right to participate in the administration of the Loan, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of Administrative Agent or to be taken into account in the calculation of Requisite Lenders or unanimous consent of Lenders, as applicable, shall be suspended during the pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to Administrative Agent of any amount required to be paid to Administrative Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which Administrative Agent or Borrower may have under the Loan immediately preceding provisions or purchase such participation on such dateotherwise, but neither any Other Lender nor Administrative Agent shall be responsible entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the failure period from the date on which the payment was due until the date on which the payment is made at the Default Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender to make the Loan, purchase a participation under this Agreement or make any other payment required hereunderLoan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Notwithstanding anything set forth herein Any amounts received by Administrative Agent in respect of a Defaulting Lender’s Individual Loan Commitment shall not be paid to such Defaulting Lender and shall be held by Administrative Agent and paid to such Defaulting Lender upon the contraryDefaulting Lender’s curing of its default. Furthermore, a Defaulting Lender shall not have indemnify and hold harmless Borrower, Administrative Agent and each of the other Lenders from any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or beclaim, loss, or have its Loans and Commitmentscosts incurred by Borrower, included in Administrative Agent and/or the determination other Lenders as a result of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such a Defaulting Lender. Moreover’s failure to comply with the requirements of this Agreement, for the purposes including, without limitation, any and all additional losses, damages, costs and expenses (including, without limitation, attorneys’ fees) incurred by Borrower, Administrative Agent and any Lender as a result of determining Requisite Lenders, the Loans and Commitments held and/or in connection with (i) any enforcement action brought by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Administrative Agent or against a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement(ii) any action brought against Administrative Agent and/or Lenders. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to The indemnification provided in this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Defaulting Lender, and 11.12 survive any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes termination of this Section 2.1(g) and Section 11.1Agreement.

Defaulting Lenders. The failure If for any reason any Lender wrongfully (in violation of any Defaulting Lender this Agreement) fails or refuses to make advance its Pro Rata Share of any Loan or Loans, or otherwise defaults on any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its material obligations to make the Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lenderthis Agreement, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign fails to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 cure its default within five (5) Business Days after receipt by of receiving written notice from Administrative Agent of its failure to perform (such Lender being a “Defaulting Lender”), then in addition to the rights and remedies that may be available to Administrative Agent and Lenders at law or in equity, the Defaulting Lender’s right to participate in this Agreement will be suspended during the pendency of such Defaulting Lender’s uncured default, and (without limiting the foregoing) Administrative Agent may (or at the direction of the Majority Lenders, shall) withhold from such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation any interest payments, fees, principal payments, or other sums otherwise payable to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute under the Loan Documents until such an Assignment Agreement on behalf default of such Defaulting Lender has been cured. Each non-defaulting Lender will have the right, but not the obligation, in its sole discretion, to acquire at par a proportionate share (based on the ratio of its Commitment to the aggregate amount of the Commitments of all of the non-defaulting Lenders that elect to acquire a share of the Defaulting Lender’s Commitment) of the Defaulting Lender’s Commitment, including without limitation its proportionate share in the outstanding principal balance of the 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 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 Commitment (except to the extent that part or all of such Assignment Agreement so executed Commitment is acquired by the replacement Lender other Lenders as specified above) or its obligations to share losses and Agentreimbursement for costs, shall be effective for purposes liabilities and expenses under this Agreement. This indemnification will survive the payment and satisfaction of all of Borrower’s obligations and liabilities to Lenders. The foregoing provisions of this Section 2.1(g) 10.11 are solely for the benefit of Administrative Agent and Section 11.1Lenders, and may not be enforced or relied upon by Borrower.

Defaulting Lenders. The failure of any Defaulting Lender to make any Loan or any payment required to be made by it such Lender hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of any of its obligations to make the any Loan or purchase such participation on such datepayment or otherwise, but neither none of any Other Lender nor Lender, the Administrative Agent or the Revolving Agent shall be responsible to the Credit Parties or to any other Person for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required meet its obligations hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, be included in the determination calculation of “Requisite Required Lenders,” “Required Revolving Lenders” or “Lenders directly affectedRequired Term Lenders,” hereunderas applicable) for any voting or consent rights under or with respect to any Loan Document except Document. At the Borrower’s request with respect to any amendment, modification or the Administrative Agent’s consent described and in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite LendersAdministrative Agent’s sole discretion, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Administrative Agent (or a Person reasonably acceptable to Agent the Administrative Agent) shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Administrative Agent’s request, sell and assign to Administrative Agent (or to such Person), all right, title and interest of the Commitments of that such Defaulting Lender under the Loan Documents for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees then due and other Obligations owing to such Lender (but not including any Prepayment Fee) with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1Acceptance.

Defaulting Lenders. The failure of (a) If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an a “Other Defaulting Lender”) shall fail or refuse to perform any of its obligations to make the Loan under this Agreement or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of 2 Business Days after notice from the Agent, then, in addition to the contraryrights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover’s right to participate in the administration of the Loans, for this Agreement and the purposes other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of determining the Agent or to be taken into account in the calculation of Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from suspended during the total Loans pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and Commitments outstanding. At Borrower’s request, remedies which the Agent or a Person reasonably acceptable to Agent shall the Borrower may have under the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lenderimmediately preceding provisions or otherwise, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting LenderLender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Assignment Defaulting Lender under this Agreement so executed or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the replacement Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and Agent, shall be effective for purposes held by the Agent and paid to such Defaulting Lender upon the Defaulting Lender’s curing of this Section 2.1(g) and Section 11.1its default.

Defaulting Lenders. The failure of If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other a "Defaulting Lender, an “Other Lender”") shall fail or refuse to perform any of its obligations to make the Loan under this Agreement or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of 5 Business Days after notice from the Agent, then, in addition to the contraryrights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover's right to participate in the administration of the Loans, for this Agreement and the purposes other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of determining the Agent or to be taken into account in the calculation of Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from suspended during the total Loans pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and Commitments outstanding. At Borrower’s request, remedies which the Agent or a Person reasonably acceptable to Agent shall the Borrower may have under the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lenderimmediately preceding provisions or otherwise, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting LenderLender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Assignment Defaulting Lender under this Agreement so executed or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the replacement Agent in respect of a Defaulting Lender's Loans shall not be paid to such Defaulting Lender and Agent, shall be effective for purposes held by the Agent and paid to such Defaulting Lender upon the Defaulting Lender's curing of this Section 2.1(g) and Section 11.1its default.

Defaulting Lenders. The failure of (a) If for any reason any Lender shall be a Defaulting Lender to make any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or applicable law, except as otherwise provided under §27, such Defaulting Lender”) ’s right to participate in the administration of its obligations the Loans, this Agreement and the other Loan Documents, including without limitation, any right to make vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Majority Revolving Credit Lenders, the Majority Term Loan A Lenders, the Majority Term Loan B Lenders, the Required Lenders or purchase such participation on such dateall of the Lenders, but neither any Other Lender nor Agent shall be responsible for suspended during the pendency of such failure of any Defaulting or refusal. If a Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, is a Defaulting Lender shall not have because it has failed to make timely payment to the Agent of any voting or consent rights under or with respect amount required to be paid to the Agent hereunder (without giving effect to any Loan Document notice or constitute a “Lender” (cure periods), in addition to other rights and remedies which the Agent or be, the Borrower may have under the immediately preceding provisions or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lendersotherwise, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligatedi) to execute collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an Assignment Agreement action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall be applied as set forth in §2.14(d). Notwithstanding anything else provided herein or otherwise, no limitation on behalf of such Defaulting Lender’s right to participate in the administration of the Loans shall mean or be deemed to limit or otherwise impair, and such Defaulting Lender’s right to attend, but not participate or vote (except as otherwise provided under §27), in any such Assignment Agreement so executed by bank meeting or to request or receive any information in connection with or as provided under any of the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1Loan Documents.

Defaulting Lenders. The failure No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders, all US Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (i) the Commitment of any Defaulting Lender to make may not be increased or extended without the consent of such Lender and (ii) any Loan waiver, amendment or any payment required modification requiring the consent of all Lenders or each affected Lender that by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make the Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of terms affects any Defaulting Lender disproportionately adversely relative to make other affected Lenders shall require the Loan, purchase a participation or make any other payment required hereunderconsent of such Defaulting Lender. Notwithstanding anything set forth any provision herein to the contrary, a Defaulting the Administrative Agent and the US Borrower may amend, modify or supplement this Agreement or any other Loan Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes, and such amendment shall become effective without any further consent of any other party to such Loan Document so long as (i) such amendment, modification or supplement does not adversely affect the rights of any US Lender or other holder of Obligations in any material respect and (ii) the US Lenders shall have received at least three Business Days’ prior written notice thereof and the Administrative Agent shall not have any voting received, within three Business Days of the date of such notice to the US Lenders, a written notice from the Required Lenders stating that the Required US Lenders object to such amendment, modification or consent rights under or with respect supplement. Notwithstanding anything herein to any Loan Document or constitute a “Lender” (or bethe contrary, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect as to any amendment, modification amendment and restatement or other modifications otherwise approved in accordance with this Section, it shall not be necessary to obtain the consent described or approval of any Lender that, upon giving effect to such amendment, amendment and restatement or other modification, would have no Commitment or outstanding Loans so long as such Lender receives payment in Section 12.2(c)(i)-(iv) that directly affects full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Defaulting Lender. Moreover, Lender or accrued for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf account of such Defaulting LenderLender under this Agreement and the other Loan Documents at the time such amendment, amendment and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1restatement or other modification becomes effective.

Defaulting Lenders. The failure of If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an a “Other Defaulting Lender”) shall fail or refuse to perform any of its obligations to make the Loan under this Agreement or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of 2 Business Days after notice from the Agent, then, in addition to the contraryrights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover’s right to participate in the administration of the Loans, for this Agreement and the purposes other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of determining the Agent or to be taken into account in the calculation of Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from suspended during the total Loans pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and Commitments outstanding. At Borrower’s request, remedies which the Agent or a Person reasonably acceptable to Agent shall the Borrower may have under the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lenderimmediately preceding provisions or otherwise, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting LenderLender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Assignment Defaulting Lender under this Agreement so executed or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the replacement Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and Agent, shall be effective for purposes held by the Agent and paid to such Defaulting Lender upon the Defaulting Lender’s curing of this Section 2.1(g) and Section 11.1its default.

Defaulting Lenders. The failure of If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an a “Other Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two (2) Business Days after notice from the Administrative Agent, then, in addition to the rights and remedies that may be available to the Administrative Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loan, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of Requisite Lenders or 106 unanimous Lender consent, as applicable, shall be suspended during the pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to the Loan Administrative Agent of any amount required to be paid to the Administrative Agent hereunder (without giving effect to any notice or purchase such participation on such datecure periods), but neither any Other Lender nor in addition to other rights and remedies which the Administrative Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Administrative Agent shall be responsible entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the failure period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender to make the Loan, purchase a participation under this Agreement or make any other payment required hereunderLoan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Notwithstanding anything set forth herein Any amounts received by the Administrative Agent in respect of a Defaulting Lender’s Individual Loan Commitment shall not be paid to such Defaulting Lender and shall be held by the contraryAdministrative Agent and paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default. Furthermore, a Defaulting Lender shall not have indemnify and hold harmless Borrower, Administrative Agent and each of the other Lenders from any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or beclaim, loss, or have its Loans and Commitmentscosts incurred by Borrower, included in Administrative Agent and/or the determination other Lenders as a result of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such a Defaulting Lender. Moreover’s failure to comply with the requirements of this Agreement, for the purposes including, without limitation, any and all additional losses, damages, costs and expenses (including, without limitation, attorneys’ fees) incurred by Borrower, Administrative Agent and any Lender as a result of determining Requisite Lenders, the Loans and Commitments held and/or in connection with (i) any enforcement action brought by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Administrative Agent or against a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement(ii) any action brought against Administrative Agent and/or Lenders. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent The indemnification provided above shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Defaulting Lender, and survive any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes termination of this Section 2.1(g) and Section 11.1Agreement.

Defaulting Lenders. The failure (a) A Lender who fails to pay the Agent its Proportionate Share of any Defaulting Lender Revolving Loans (including Agent Advances) made available by the Agent on such Lender's behalf, or who fails to make pay any Loan or any payment required other amounts owing by it hereunder on to the date specified therefor shall not relieve any other Lender (each Agent, is a "Defaulting Lender." The Agent is entitled to recover from such other Lender, an “Other Lender”) of its obligations to make the Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects all such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held amounts owing by such Defaulting Lender and all accrued interest and fees with respect thereto through on demand. If the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant pay such amounts on the Agent's demand, the Agent shall promptly notify the Funds Administrator and the Borrowers shall pay such amounts to Section 11.1 the Agent (to the extent the Agent has made such amounts available to or for the account of the Borrowers) within five (5) 5 Business Days after of the receipt by the Funds Administrator of such notice. In addition, the Defaulting Lender or the Borrowers shall pay to the Agent for its own account interest on such amount for each day from the date it was made available by the Agent to the Borrowers to the date it is recovered by the Agent at a rate per annum equal to (x) the overnight Federal Funds Rate if paid by the Defaulting Lender, or (y) the then applicable rate of notice interest calculated under Section 4.1, if paid by the Borrowers; plus, in each case, the Expenses and losses, if any, incurred as a result of replacement pursuant the Defaulting Lender's failure to this Section 2.1(g) and presentation perform its obligations. Nothing herein shall be deemed to relieve any Lender of its obligation to fulfill its commitments hereunder or to prejudice any rights which the Borrowers may have against any Lender as a result of any default by such Lender hereunder, including, without limitation, the right of the Borrowers to seek reimbursement from any Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled for any amounts paid by the Borrowers under clause (but not obligatedy) to execute such an Assignment Agreement above on behalf account of such Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1's default.

Defaulting Lenders. The failure of If for any reason any Lender (a "Defaulting Lender Lender") shall fail or refuse to make any Loan perform its obligations under this Agreement or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make the Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or constitute refusal continues for a “Lender” period of ten (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (510) Business Days after receipt by notice from Agent, then, in addition to the rights and remedies that may be available to Agent or any Borrower under this Agreement or applicable law, notwithstanding anything to the contrary contained herein, such Defaulting Lender's right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of Agent or to be taken into account in the calculation of Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to Agent of any amount required to be paid to Agent hereunder (without giving effect to any notice of replacement pursuant or cure periods), in addition to this Section 2.1(g) other rights and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g)remedies which Agent or any Borrower may have under the immediately preceding provisions or otherwise, Agent shall be entitled (but not obligatedi) to execute collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Effective Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Lender under this Agreement or any other Loan Document, (iii) to bring an Assignment Agreement on behalf action or suit against such Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest or (iv) cause the Defaulting Lender to assign its Pro Rata Share of the Loans to an Eligible Assignee designated by Agent upon the terms set forth in Section 9.14(b). Any amounts received by Agent in respect of a Defaulting Lender's Pro Rata Share of the Loans shall not be paid to such Defaulting Lender and shall be held by Agent and either applied against the purchase price of such Pro Rata Share of the Loans under Section 9.14 or Section 2.8(b)(v) or paid to such Defaulting Lender upon the Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes 's curing of this Section 2.1(g) and Section 11.1its default.

Defaulting Lenders. The failure of (a) If for any reason any Lender shall be a Defaulting Lender to make any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations then, in addition to make the Loan rights and remedies that may be available to the Agent or purchase such participation on such dateBorrower under this Agreement or applicable law, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein subject to the contraryterms of §27, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover’s right to participate in the administration of the Loans, for this Agreement and the purposes other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of determining Requisite the Agent or to be taken into account in the calculation of the Majority Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s requestMajority Revolving Credit Lenders, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting LenderMajority Term Loan A Lenders, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such PersonMajority Term Loan B Lenders, all of the Commitments Lenders or the affected Lenders, shall be suspended during the pendency of that Defaulting such failure or refusal. If a Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that is a Defaulting Lender does not execute an Assignment Agreement pursuant because it has failed to Section 11.1 within five make timely payment to the Agent of any amount required to be paid to the Agent hereunder (5) Business Days after receipt by such Defaulting Lender of without giving effect to any notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(gor cure periods), in addition to other rights and remedies which the Agent or Borrower may have hereunder or otherwise, the Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting LenderLender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Effective Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Assignment Defaulting Lender under this Agreement so executed or any other Loan Document in accordance with §2.13(d) and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the replacement Lender and Agent, Agent in respect of a Defaulting Lender’s Loans and/or Commitment shall be effective for purposes of this Section 2.1(g) and Section 11.1applied as set forth in §2.13(d).

Defaulting Lenders. The failure of If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an a “Other Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of three (3) Business Days after notice from the Administrative Agent, then, in addition to the rights and remedies that may be available to the Administrative Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loan, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of Requisite Lenders or unanimous Lender consent, as applicable, shall be suspended during the pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to the Loan Administrative Agent of any amount required to be paid to the Administrative Agent hereunder (without giving effect to any notice or purchase such participation on such datecure periods), but neither any Other Lender nor in addition to other rights and remedies which the Administrative Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Administrative Agent shall be responsible entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the failure period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender to make the Loan, purchase a participation under this Agreement or make any other payment required hereunderLoan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Notwithstanding anything set forth herein Any amounts received by the Administrative Agent in respect of a Defaulting Lender’s Individual Loan Commitment shall not be paid to such Defaulting Lender and shall be held by the contraryAdministrative Agent and paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default. Furthermore, a Defaulting Lender shall not have indemnify and hold harmless Borrower, Administrative Agent and each of the other Lenders from any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or beclaim, loss, or have its Loans and Commitmentscosts incurred by Borrower, included in Administrative Agent and/or the determination other Lenders as a result of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such a Defaulting Lender. Moreover’s failure to comply with the requirements of this Agreement, for the purposes including, without limitation, any and all additional losses, damages, costs and expenses (including, without limitation, attorneys’ fees) incurred by Borrower, Administrative Agent and any Lender as a result of determining Requisite Lenders, the Loans and Commitments held and/or in connection with (i) any enforcement action brought by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Administrative Agent or against a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date (ii) any action brought against Administrative Agent and/or Lenders. The indemnification provided above shall survive any termination of sale, such purchase and sale to be consummated pursuant to an executed Assignment this Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1.109

Defaulting Lenders. The (i) Neither the failure of any Defaulting Lender to make any Loan or purchase any payment participation required to be made or purchased by it hereunder on in accordance with the date specified therefor terms of this Agreement nor the status of any Lender as a Defaulting Lender shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make the such Loan or purchase such participation on such date, but neither any Other Lender nor Administrative Agent shall be responsible for the failure of any Defaulting Lender to make the Loana Loan to be made, or to purchase a participation to be purchased, by such Defaulting Lender, and no Other Lender shall have any obligation to Administrative Agent or make any other payment required hereunderLender for the failure by such Defaulting Lender. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” or a “Revolving Lender” or any Lender of any other Class as applicable (or be, or have its Loans and Commitments, be included in the determination calculation of “Requisite Lenders”, “Requisite Revolving Lenders” or “the Lenders directly affected” of any other Class hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendmentDocument; provided that the foregoing shall not permit, modification or without the consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Defaulting Lender, (i) an increase in the principal amount of such Defaulting Lender’s Commitment, (ii) the reduction of the principal of, rate of interest on (other than reducing or waiving the Default Rate or MFN protection or any amendment to any financial ratio (or any defined term directly or indirectly used therein), even if the effect of such amendment would be to reduce the rate of interest on any Loan or other Obligation or to reduce any fee payable hereunder) or any Loan or Letter of Credit Obligations of such Defaulting Lender or (iii) unless all other Lenders affected thereby are treated similarly, the extension of any scheduled payment date or final maturity date of the principal amount of any Loan of such Defaulting Lender (it being understood and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this agreed that payments pursuant to Section 2.1(g) and Section 11.12.3 are not “scheduled”).

Defaulting Lenders. The failure of If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an a “Other Defaulting Lender”) shall fail or refuse to perform any of its obligations to make the Loan under this Agreement or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of 5 Business Days after notice from the Agent, then, in addition to the contraryrights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover’s right to participate in the administration of the Advances, for this Agreement and the purposes other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of determining the Agent or to be taken into account in the calculation of Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from suspended during the total Loans pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (after giving effect to any notice or cure periods), in addition to other rights and Commitments outstanding. At Borrower’s request, remedies which the Agent or a Person reasonably acceptable to Agent shall the Borrower may have under the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lenderimmediately preceding provisions or otherwise, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting LenderLender on such delinquent payment for the period from the date on which the payment was due (without giving effect to any notice or cure periods) until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Assignment Defaulting Lender under this Agreement so executed or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. The Agent shall give the Borrower prompt notice of the failure of any Lender to make available to the Agent the proceeds of any Advance required to be made available by such Lender. Any amounts received by the replacement Agent in respect of a Defaulting Lender’s Advances shall not be paid to such Defaulting Lender and Agent, shall be effective for purposes of held by the Agent and, except as otherwise provided in this Section 2.1(g) and Section 11.13.8, paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default.

Defaulting Lenders. The failure of any Defaulting Lender to make any Advance, Loan or any payment required to be made by it such Lender hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of any of its obligations to make the an Advance, Loan or purchase such participation on such datepayment or otherwise, but neither none of any Other Lender nor Lender, the Administrative Agent shall be responsible to the Credit Parties or to any other Person for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required meet its obligations hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, be included in the determination calculation of “Requisite Required Lenders” or “Lenders directly affected” hereunderas applicable) for any voting or consent rights under or with respect to any Loan Document except Document. At the Administrative Borrower’s request with respect to any amendment, modification or the Administrative Agent’s consent described and in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite LendersAdministrative Agent’s sole discretion, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Administrative Agent (or a Person reasonably acceptable to Agent the Administrative Agent) shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Administrative Agent’s request, sell and assign to Administrative Agent (or to such Person), all right, title and interest of the Commitments of that such Defaulting Lender under the Loan Documents for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreementand Acceptance. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1.106

Defaulting Lenders. The failure of If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other a "Defaulting Lender, an “Other Lender”") shall fail or refuse to perform any of its obligations to make the Loan under this Agreement or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of 5 Business Days after notice from the Agent, then, in addition to the contraryrights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover's right to participate in the administration of the Advances, for this Agreement and the purposes other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of determining the Agent or to be taken into account in the calculation of Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from suspended during the total Loans pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (after giving effect to any notice or cure periods), in addition to other rights and Commitments outstanding. At Borrower’s request, remedies which the Agent or a Person reasonably acceptable to Agent shall the Borrower may have under the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lenderimmediately preceding provisions or otherwise, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting LenderLender on such delinquent payment for the period from the date on which the payment was due (without giving effect to any notice or cure periods) until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Assignment Defaulting Lender under this Agreement so executed or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. The Agent shall give the Borrower prompt notice of the failure of any Lender to make available to the Agent the proceeds of any Advance required to be made available by such Lender. Any amounts received by the replacement Agent in respect of a Defaulting Lender's Advances shall not be paid to such Defaulting Lender and Agent, shall be effective for purposes of held by the Agent and, except as otherwise provided in this Section 2.1(g) and Section 11.13.8, paid to such Defaulting Lender upon the Defaulting Lender's curing of its default.

Defaulting Lenders. The failure of (a) If for any reason any Lender shall be a Defaulting Lender to make any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make the Loan or purchase such participation on such datethen, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein in addition to the contraryrights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover’s right to participate in the administration of the Loans, for this Agreement and the purposes other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of determining Requisite the Agent or to be taken into account in the calculation of the Required Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from Required Revolving Credit Lenders, the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such PersonRequired Term Loan Lenders, all of the Commitments Lenders or affected Lenders, shall, except as specifically provided in §27, be suspended during the pendency of that Defaulting such failure or refusal. If a Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that is a Defaulting Lender does not execute an Assignment Agreement pursuant because it has failed to Section 11.1 within five make timely payment to the Agent of any amount required to be paid to the Agent hereunder (5) Business Days after receipt by such Defaulting Lender of without giving effect to any notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(gor cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting LenderLender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Effective Rate plus one percent (1.0%), (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Assignment Defaulting Lender under this Agreement so executed or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the replacement Lender and Agent, Agent in respect of a Defaulting Lender’s Loans shall be effective for purposes of this Section 2.1(g) and Section 11.1applied as set forth in §2.13(d).

Defaulting Lenders. The failure of (a) If for any reason any Lender shall be a Defaulting Lender to make any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, except as otherwise provided under §27, such Defaulting Lender”) ’s right to participate in the administration of its obligations the Loans, this Agreement and the other Loan Documents, including without limitation, any right to make vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Majority Revolving Credit Lenders, the Majority U.S. Dollar Revolving Credit Lenders, the Majority Alternative Currency/Dollar Revolving Credit Lenders, the Majority Term Loan A Lenders, the Majority Term Loan B Lenders, the Majority Term Loan C Lenders, the Required Lenders or purchase such participation on such dateall of the Lenders, but neither any Other Lender nor Agent shall be responsible for suspended during the pendency of such failure of any Defaulting or refusal. If a Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, is a Defaulting Lender shall not have because it has failed to make timely payment to the Agent of any voting or consent rights under or with respect amount required to be paid to the Agent hereunder (without giving effect to any Loan Document notice or constitute a “Lender” (cure periods), in addition to other rights and remedies which the Agent or be, the Borrower may have under the immediately preceding provisions or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lendersotherwise, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligatedi) to execute collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an Assignment Agreement action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall be applied as set forth in §2.14(d). Notwithstanding anything else provided herein or otherwise, no limitation on behalf of such Defaulting Lender’s right to participate in the administration of the Loans shall mean or be deemed to limit or otherwise impair, and such Defaulting Lender’s right to attend, but not participate or vote (except as otherwise provided under §27), in any such Assignment Agreement so executed by bank meeting or to request or receive any information in connection with or as provided under any of the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1Loan Documents.

Defaulting Lenders. The failure of If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an a “Other Defaulting Lender”) shall fail or refuse to perform any of its obligations to make the Loan under this Agreement or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of 5 Business Days after notice from the Agent, then, in addition to the contraryrights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover’s right to participate in the administration of the Advances, for this Agreement and the purposes other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of determining the Agent or to be taken into account in the calculation of Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from suspended during the total Loans pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and Commitments outstanding. At Borrower’s request, remedies which the Agent or a Person reasonably acceptable to Agent shall the Borrower may have under the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lenderimmediately preceding provisions or otherwise, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting LenderLender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Assignment Defaulting Lender under this Agreement so executed or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. The Agent shall give the Borrower prompt notice of the failure of any Lender to make available to the Agent the proceeds of any exhibit10175a.htm Advance required to be made available by such Lender. Any amounts received by the replacement Agent in respect of a Defaulting Lender’s Advances shall not be paid to such Defaulting Lender and Agent, shall be effective for purposes of held by the Agent and, except as otherwise provided in this Section 2.1(g) and Section 11.13.8, paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default.

Defaulting Lenders. The failure (a) Notwithstanding anything to the contrary contained herein, in the event any Lender is a Defaulting Lender, all rights and obligations hereunder of such Defaulting Lender and of the other parties hereto shall be modified to the extent of the express provisions of this Section 2.8. So long as such Lender is a Defaulting Lender advances in respect of any Commitments shall be made pro rata from the Lenders holding the Commitments which are not Defaulting Lenders based on their respective Commitment Percentage, and no Commitment Percentage of any Lender or any pro rata share of any Advances required to be advanced by any Lender shall be increased as a result of any Lender being a Defaulting Lender. Amounts received in respect of principal of any type of Advances shall be applied to reduce such type of Advances of each Lender (other than any Defaulting Lender) in accordance with their Commitment Percentages; provided, that, Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to make the sharing of any Loan payments hereunder (including any principal, interest or any payment required fees). Amounts payable to a Defaulting Lender shall instead be paid to or retained by Agent. Agent may hold the amount of such payments received or retained by it hereunder on for the date specified therefor account of such Defaulting Lender. (b) A Defaulting Lender shall not relieve be entitled to give instructions to Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the Other Documents, and all amendments, waivers and other Lender (each such other Lender, an “modifications of this Agreement and the Other Lender”) of its obligations Documents may be made without regard to make the Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any a Defaulting Lender to make and, for purposes of the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrarydefinition of Required Lenders, a Defaulting Lender shall not be deemed to be a Lender, to have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent outstanding Advances or a Person reasonably acceptable to Agent Commitment or any Commitment, provided, that this clause (c) shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal not apply to the principal balance vote of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender in the case of an Assignment Agreement evidencing an assignment pursuant to this amendment, waiver or other modification described in clauses (i) or (ii) of Section 2.1(g), Agent shall be entitled (but not obligated16.2(b) to execute such an Assignment Agreement on behalf of such Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1.hereof. 28

Defaulting Lenders. The failure of If for any Defaulting reason any Lender (a "DEFAULTING LENDER") shall fail or refuse to make any Loan perform its obligations under this Agreement or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make the Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or constitute refusal continues for a “Lender” period of ten (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (510) Business Days after receipt by notice from Agent, then, in addition to the rights and remedies that may be available to Agent or any Borrower under this Agreement or applicable law, notwithstanding anything to the contrary contained herein, such Defaulting Lender's right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of Agent or to be taken into account in the calculation of Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to Agent of any amount required to be paid to Agent hereunder (without giving effect to any notice of replacement pursuant or cure periods), in addition to this Section 2.1(g) other rights and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g)remedies which Agent or any Borrower may have under the immediately preceding provisions or otherwise, Agent shall be entitled (but not obligatedi) to execute collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Effective Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Lender under this Agreement or any other Loan Document, (iii) to bring an Assignment Agreement on behalf action or suit against such Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest or (iv) cause the Defaulting Lender to assign its Pro Rata Share of the Loans to an Eligible Assignee designated by Agent upon the terms set forth in Section 9.14(b). Any amounts received by Agent in respect of a Defaulting Lender's Pro Rata Share of the Loans shall not be paid to such Defaulting Lender and shall be held by Agent and either applied against the purchase price of such Pro Rata Share of the Loans under Section 9.14 or Section 2.11(b)(v) or paid to such Defaulting Lender upon the Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes 's curing of this Section 2.1(g) and Section 11.1its default.

Defaulting Lenders. The failure of If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an a “Other Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two (2) Business Days after notice from the Administrative Agent, then, in addition to the rights and remedies that may be available to the Administrative Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loan, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of Requisite Lenders or unanimous Lender Party consent, as applicable, shall be suspended during the pendency of such failure or refusal. If for any reason a Lender Party fails to make timely payment to the Loan Administrative Agent of any amount required to be paid to the Administrative Agent hereunder (without giving effect to any notice or purchase such participation on such datecure periods), but neither any Other Lender nor in addition to other rights and remedies which the Administrative Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Administrative Agent shall be responsible entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the failure period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender to make the Loan, purchase a participation under this Agreement or make any other payment required hereunderLoan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Notwithstanding anything set forth herein Any amounts received by the Administrative Agent in respect of a Defaulting Lender’s Individual Loan Commitment shall not be paid to such Defaulting Lender and shall be held by the contraryAdministrative Agent and paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default. Furthermore, a Defaulting Lender shall not have indemnify and hold harmless Borrower, Administrative Agent and each of the other Lenders from any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or beclaim, loss, or have its Loans and Commitmentscosts incurred by Borrower, included in Administrative Agent and/or the determination other Lender Parties as a result of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such a Defaulting Lender. Moreover’s failure to comply with the requirements of this Agreement, for the purposes including, without limitation, any and all additional losses, damages, costs and expenses (including, without limitation, attorneys’ fees) incurred by Borrower, Administrative Agent and any Lender Party as a result of determining Requisite Lenders, the Loans and Commitments held and/or in connection with (i) any enforcement action brought by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Administrative Agent or against a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement(ii) any action brought against Administrative Agent and/or Lender Parties. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent The indemnification provided above shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Defaulting Lender, and survive any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes termination of this Section 2.1(g) and Section 11.1Agreement.

Defaulting Lenders. The failure of (a) If for any reason any Lender shall be a Defaulting Lender to make any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender”) ’s right to participate in the administration of its obligations the Loans, this Agreement and the other Loan Documents, including without limitation, any right to make vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Required Lenders, Required Revolving Credit Lenders, Required Term Loan A Lenders, Required Term Loan B Lenders, Required Term Loan C Lenders or purchase such participation on such dateall of the Lenders, but neither any Other Lender nor Agent shall be responsible for suspended during the pendency of such failure of any Defaulting or refusal. If a Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, is a Defaulting Lender shall not have because it has failed to make timely payment to the Agent of any voting or consent rights under or with respect amount required to be paid to the Agent hereunder (without giving effect to any Loan Document notice or constitute a “Lender” (cure periods), in addition to other rights and remedies which the Agent or be, the Borrower may have under the immediately preceding provisions or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lendersotherwise, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting LenderLender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Effective Rate plus one percent (1%), (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Assignment Defaulting Lender under this Agreement so executed or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the replacement Lender and Agent, Agent in respect of a Defaulting Lender’s Loans shall be effective for purposes of this Section 2.1(g) and Section 11.1applied as set forth in §2.13(d).

Defaulting Lenders. The failure of (a) If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an a “Other Defaulting Lender”) shall (x) become the subject of a Bail-in Action or a bankruptcy or similar insolvency proceeding or (y) fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to make the Loan or purchase such participation on such datewhich it is a party, but neither any Other Lender nor Agent shall be responsible for the failure including, without limitation, its obligation to fund its Pro Rata Share of any Defaulting Lender to make Advance, within the Loantime period specified for performance of such obligation or, purchase if no time period is specified, if such failure or refusal continues for a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination period of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by notice from the Administrative Agent, then, in addition to the rights and remedies that may be available to the Administrative Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loan, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of Requisite Lenders, shall be suspended during the pendency of such failure or refusal; provided, however, with respect to any Defaulting Pfandbrief Lender of notice of replacement (defined below), so long as such Defaulting Pfandbrief Lender is not otherwise a Defaulting Lender pursuant to this Section 2.1(gthe definition of “Defaulting Lender”, (i) such Defaulting Pfandbrief Lender shall retain its consent rights with respect to the actions set forth in Sections 11.2(b), 11.2(c), 11.2(d), 12.4 and 13.11(b) (collectively, the “Defaulting Pfandbrief Lender Consent Actions”) and presentation (ii) the portion of the outstanding principal amount of the Loan allocated to such Defaulting Pfandbrief Lender shall be included for such determination solely with respect to such Defaulting Pfandbrief Lender Consent Actions. Notwithstanding the foregoing, a Defaulting Lender must consent to any increase to its Commitment, except in connection with any Protective Advance. If for any reason a Lender fails to make timely payment to the Administrative Agent of an Assignment Agreement evidencing an assignment pursuant any amount required to this Section 2.1(gbe paid to the Administrative Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Administrative Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Administrative Agent shall be entitled (but not obligatedi) to execute collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or set off and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an Assignment Agreement on behalf action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Administrative Agent in respect of a Defaulting Lender’s (other than a Defaulting Pfandbrief Lender’s) interest in the Loan shall not be paid to such Defaulting Lender and shall be held uninvested by the Administrative Agent and either applied against the purchase price of such interest under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default. Administrative Agent shall promptly notify the non-Defaulting Lenders upon any Lender becoming a Defaulting Lender hereunder in order to permit such non-Defaulting Lenders to purchase such Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this ’s Loans under Section 2.1(g2.11(b) and Section 11.1.hereof. “

Defaulting Lenders. The If for any reason any Lender (a "Defaulting Lender") shall fail or refuse to perform its obligations under this Agreement or any other Financing Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of ten (10) Business Days after notice from the Facility Administrative Agent (upon its own initiative or at the request of the Borrower), with a copy to the other parties to this Agreement then, in addition to the rights and remedies that may be available to the Facility Administrative Agent or the Borrower under this Agreement or applicable Requirements of Law, such Defaulting Lender's right to participate in the administration of the Loans, this Agreement and the other Financing Documents, including, without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Facility Administrative Agent or Intercreditor Agent or to be taken into account in the calculation of Majority Lenders, Required Lenders, Majority Creditors, Enforcing Required Creditors or Required Creditors, shall be suspended during the pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to the Facility Administrative Agent of any Defaulting Lender amount required to make be paid to the Facility Administrative Agent hereunder (without giving effect to any Loan notice or any payment required by it hereunder on cure periods), in addition to other rights and remedies which the date specified therefor shall not relieve any other Lender (each such other LenderFacility Administrative Agent or the Borrower may have under the immediately preceding provisions or otherwise and subject to the provisions of Section 2.04(c), an “Other Lender”) of its obligations to make the Loan or purchase such participation on such date, but neither any Other Lender nor Facility Administrative Agent shall be responsible entitled to (i) collect interest from such Defaulting Lender on such delinquent payment for the failure period from the date on which the payment was due until the date on which the payment is made at the Base Rate, (ii) withhold or setoff and to apply in satisfaction of the defaulted payment and any Defaulting related interest, any amounts otherwise payable to such Lender to make the Loan, purchase a participation under this Agreement or make any other payment required hereunderFinancing Document and (iii) bring an action or suit against such Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Notwithstanding anything set forth herein to Any amounts received by the contrary, Facility Administrative Agent in respect of a Defaulting Lender Lender's Percentage of the Loans shall not have any voting or consent rights under or with respect be paid to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest shall be held by the Facility Administrative Agent and fees with respect thereto through either applied against the date purchase price of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In Percentage of the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Loans under Section 11.1 within five (52.05(c) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation or paid to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such upon the Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes 's cure of this Section 2.1(g) and Section 11.1its default.

Defaulting Lenders. The (a) If for any reason any Lender shall be a Defaulting Lender, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Required Lenders, Required Revolving Credit Lenders, Required Term Loan A Lenders, Required Term Loan B Lenders or all of the Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any Defaulting Lender amount required to make be paid to the Agent hereunder (without giving effect to any Loan notice or any payment required by it hereunder on cure periods), in addition to other rights and remedies which the date specified therefor shall not relieve any other Lender (each such other LenderAgent or the Borrower may have under the immediately preceding provisions or otherwise, an “Other Lender”) of its obligations to make the Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” entitled (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligationi) to purchase collect interest from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Effective Rate plus one percent (1%), (ii) to withhold or setoff and to apply in satisfaction of salethe defaulted payment and any related interest, any amounts otherwise payable to such purchase Defaulting Lender under this Agreement or any other Loan Document and sale (iii) to be consummated pursuant bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to an executed Assignment Agreementrecover the defaulted amount and any related interest. In Any amounts received by the event that Agent in respect of a Defaulting Lender’s Loans shall be applied as set forth in §2.13(d). (b) Any Non-Defaulting Lender does may, but shall not execute an Assignment Agreement pursuant be obligated, in its sole discretion, to Section 11.1 within acquire all or a portion of a Defaulting Lender’s Commitments. Any Lender desiring to exercise such right shall give written notice thereof to the Agent and the Borrower no sooner than two (2) Business Days and not later than five (5) Business Days after receipt by such Defaulting Lender became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender Lender’s Commitments in proportion to the Commitments of an Assignment Agreement evidencing an assignment pursuant the other Lenders exercising such right. If after such fifth (5th) Business Day, the Lenders have not elected to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf purchase all of the Commitments of such Defaulting Lender, then the Borrower (so long as no Default or Event of Default exists) or the Required Lenders may, by giving written notice thereof to the Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitments to an eligible assignee subject to and in accordance with the provisions of §18.1 for the purchase price provided for below and upon any such Assignment Agreement so executed by the replacement demand such Defaulting Lender shall comply with such demand and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1.consummate such

Defaulting Lenders. The failure If for any reason any Lender wrongfully (in violation of any Defaulting Lender this Agreement) fails or refuses to make advance its Pro Rata Share of any Loan or Loans, or otherwise defaults on any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its material obligations to make the Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lenderthis Agreement, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign fails to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 cure its default within five (5) Business Days after receipt by of receiving written notice from Administrative Agent of its failure to perform (such Lender being a "Defaulting Lender"), then in addition to the rights and remedies that may be available to Administrative Agent and Lenders at law or in equity, the Defaulting Lender's right to participate in this Agreement will be suspended during the pendency of such Defaulting Lender's uncured default, and (without limiting the foregoing) Administrative Agent may (or at the direction of the Majority Lenders, shall) withhold from such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation any interest payments, fees, principal payments, or other sums otherwise payable to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute under the Loan Documents until such an Assignment Agreement on behalf default of such Defaulting Lender has been cured. Each non-defaulting Lender will have the right, but not the obligation, in its sole discretion, to acquire at par a proportionate share (based on the ratio of its Commitment to the aggregate amount of the Commitments of all of the non-defaulting Lenders that elect to acquire a share of the Defaulting Lender's Commitment) of the Defaulting Lender's Commitment, including without limitation its proportionate share in the outstanding principal balance of the 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 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 Commitment (except to the extent that part or all of such Assignment Agreement so executed Commitment is acquired by the replacement Lender other Lenders as specified above) or its obligations to share losses and Agentreimbursement for costs, shall be effective for purposes liabilities and expenses under this Agreement. This indemnification will survive the payment and satisfaction of all of Borrower's obligations and liabilities to Lenders. The foregoing provisions of this Section 2.1(g) 10.11 are solely for the benefit of Administrative Agent and Section 11.1Lenders, and may not be enforced or relied upon by Borrower.

Defaulting Lenders. The failure (a) A Lender who fails to pay the Agent its Proportionate Share of any Defaulting Lender Revolving Loans (including Agent Advances) made available by the Agent on such Lender's behalf, or who fails to make pay any Loan or any payment required other amounts owing by it hereunder on to the date specified therefor shall not relieve any other Lender (each Agent, is a "DEFAULTING LENDER." The Agent is entitled to recover from such other Lender, an “Other Lender”) of its obligations to make the Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects all such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held amounts owing by such Defaulting Lender and all accrued interest and fees with respect thereto through on demand. If the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant pay such amounts on the Agent's demand, the Agent shall promptly notify the Funds Administrator and the Borrowers shall pay such amounts to Section 11.1 the Agent (to the extent the Agent has made such amounts available to or for the account of the Borrowers) within five (5) Business Days after of the receipt by the Funds Administrator of such notice. In addition, the Defaulting Lender or the Borrowers shall pay to the Agent for its own account interest on such amount for each day from the date it was made available by the Agent to the Borrowers to the date it is recovered by the Agent at a rate per annum equal to (x) the overnight Federal Funds Rate if paid by the Defaulting Lender, or (y) the then applicable rate of notice interest calculated under SECTION 4.1, if paid by the Borrowers; plus, in each case, the Expenses and losses, if any, incurred as a result of replacement pursuant the Defaulting Lender's failure to this Section 2.1(g) and presentation perform its obligations. Nothing herein shall be deemed to relieve any Lender of its obligation to fulfill its commitments hereunder or to prejudice any rights which the Borrowers may have against any Lender as a result of any default by such Lender hereunder, including, without limitation, the right of the Borrowers to seek reimbursement from any Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled for any amounts paid by the Borrowers under CLAUSE (but not obligatedy) to execute such an Assignment Agreement above on behalf account of such Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1's default.

Defaulting Lenders. The failure of If for any reason any Lender shall become a Defaulting Lender to make any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other then, in addition to the rights and remedies that may be available to Administrative Agent or the Borrower under this Agreement or applicable law, such Defaulting Lender”) ’s right to participate in the administration of its obligations to make the Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or make to direct any other payment required hereunder. Notwithstanding anything set forth herein action or inaction of Administrative Agent or to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included be taken into account in the determination calculation of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from suspended during the total Loans pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to the Administrative Agent of any amount required to be paid to the Administrative Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and Commitments outstanding. At Borrower’s request, remedies which the Administrative Agent or a Person reasonably acceptable to Agent shall the Borrower may have under the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lenderimmediately preceding provisions or otherwise, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Administrative Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by Administrative Agent in respect of a Defaulting Lender’s Portion shall not be paid to such Defaulting Lender and shall be held uninvested by Administrative Agent and paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default. The provisions of this section shall apply and be effective regardless of whether a Default occurs, and notwithstanding (a) any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes other provision of this Section 2.1(gAgreement to the contrary, or (b) any instruction of Borrower as to its desired application of payments. In addition, the Defaulting Lender shall indemnify, defend and Section 11.1hold Administrative Agent and each of the other Lenders harmless from and against any and all liabilities and costs, plus interest thereon at the Default Rate, which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to perform its obligations under this Agreement.

Defaulting Lenders. The failure of If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other a "Defaulting Lender, an “Other Lender”") shall fail or refuse to perform any of its obligations to make the Loan under this Agreement or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of 5 Business Days after notice from the Agent, then, in addition to the contraryrights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover's right to participate in the administration of the Advances, for this Agreement and the purposes other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of determining the Agent or to be taken into account in the calculation of Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from suspended during the total Loans pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and Commitments outstanding. At Borrower’s request, remedies which the Agent or a Person reasonably acceptable to Agent shall the Borrower may have under the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lenderimmediately preceding provisions or otherwise, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting LenderLender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Assignment Defaulting Lender under this Agreement so executed or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. The Agent shall give the Borrower prompt notice of the failure of any Lender to make available to the Agent the proceeds of any Advance required to be made available by such Lender. Any amounts received by the replacement Agent in respect of a Defaulting Lender's Advances shall not be paid to such Defaulting Lender and Agent, shall be effective for purposes of held by the Agent and, except as otherwise provided in this Section 2.1(g) and Section 11.13.8, paid to such Defaulting Lender upon the Defaulting Lender's curing of its default.

Defaulting Lenders. The failure of If for any reason any Lender (a "Defaulting Lender Lender") shall fail or refuse to make any Loan perform its obligations under this Agreement or any payment required by other Loan Document to which it hereunder on is a party within the date time period specified therefor shall not relieve any other Lender (each for performance of such other Lenderobligation or, an “Other Lender”) if no time period is specified, if such failure or refusal continues for a period of its obligations to make 5 Business Days after notice from the Loan or purchase such participation on such dateAgent, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loanthen, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein in addition to the contraryrights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover's right to participate in the administration of the Loans, for this Agreement and the purposes other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of determining the Agent or to be taken into account in the calculation of Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from suspended during the total Loans pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and Commitments outstanding. At Borrower’s request, remedies which the Agent or a Person reasonably acceptable to Agent shall the Borrower may have under the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lenderimmediately preceding provisions or otherwise, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting LenderLender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Assignment Lender under this Agreement so executed or any other Loan Document and (iii) to bring an action or suit against such Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the replacement Agent in respect of a Defaulting Lender's Pro Rata Share of the Loans shall not be paid to such Defaulting Lender and Agent, shall be effective for purposes held by the Agent and paid to such Defaulting Lender upon the Defaulting Lender's curing of this Section 2.1(g) and Section 11.1its default.

Defaulting Lenders. The failure of If for any reason any Lender (a "Defaulting Lender Lender") shall fail or refuse to make any Loan perform its obligations under this Agreement or any payment required by other Loan Document to which it hereunder on is a party within the date time period specified therefor shall not relieve any other Lender (each for performance of such other Lenderobligation or, an “Other Lender”) if no time period is specified, if such failure or refusal continues for a period of its obligations to make 5 Business Days after notice from the Loan or purchase such participation on such dateAgent, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loanthen, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein in addition to the contraryrights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover's right to participate in the administration of the Loans, for this Agreement and the purposes other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of determining Requisite the Agent or to be taken into account in the calculation of Majority Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from suspended during the total Loans pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and Commitments outstanding. At Borrower’s request, remedies which the Agent or a Person reasonably acceptable to Agent shall the Borrower may have under the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lenderimmediately preceding provisions or otherwise, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligatedi) to execute collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Lender under this Agreement or any other Loan Document and (iii) to bring an Assignment Agreement on behalf action or suit against such Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender's Pro Rata Share of the Loans shall not be paid to such Defaulting Lender and shall be held by the Agent and either (a)(i) if any Swingline Loans are outstanding, applied first, to the Swingline Lender to fund the amount of the Defaulting Lender's participation in the outstanding Swing Line Loans or (ii) if no Swingline Loans are outstanding, applied against the purchase price of such Pro Rata Share of the Loans under Section 3.6. or (b) paid to such Defaulting Lender upon the Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes 's curing of this Section 2.1(g) and Section 11.1its default.

Defaulting Lenders. The failure of If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an a “Other Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Loan Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or purchase such participation on such datecure periods), but neither any Other Lender nor in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” entitled (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligationi) to purchase collect interest from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of salethe defaulted payment and any related interest, such purchase and sale any amounts otherwise payable to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of notice competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of replacement pursuant a Defaulting Lender’s Loans shall not be paid to this Section 2.1(g) and presentation such Defaulting Lender (provided that the Borrower shall be deemed to have made payment to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent such amount) and shall be entitled (but not obligated) held uninvested by the Agent and paid to execute such an Assignment Agreement on behalf of Defaulting Lender upon such Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes ’s curing of this Section 2.1(g) and Section 11.1its default.

Defaulting Lenders. The If for any reason any Lender shall be a Defaulting Lender, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or applicable law, such Defaulting Lender’s right to participate in the administration of the Revolving Credit Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Required Lenders, the Required Revolving Credit Lenders, the Required U.S. Dollar Revolving Credit Lenders, the Required Alternative Currency/Dollar Revolving Credit Lenders, the Required Term Loan Lenders or all of the Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any Defaulting Lender amount required to make be paid to the Agent hereunder (without giving effect to any Loan notice or any payment required by it cure periods), in addition to other rights and remedies which the Agent or the Borrower may have hereunder on or otherwise, the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make the Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” entitled (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligationi) to purchase collect interest from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Effective Rate, (ii) to withhold or setoff and to apply in satisfaction of sale, the defaulted payment and any related interest any amounts otherwise payable to such purchase Defaulting Lender under this Agreement or any other Loan Document in accordance with §2.13(d) and sale (iii) to be consummated pursuant bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to an executed Assignment Agreementrecover the defaulted amount and any related interest. In Any amounts received by the event that Agent in respect of a Defaulting Lender’s Loans and/or Commitment shall be applied as set forth in §2.13(d). Any Non-Defaulting Lender does may, but shall not execute an Assignment Agreement pursuant be obligated, in its sole discretion, to Section 11.1 within acquire all or a portion of a Defaulting Lender’s Commitment. Any Lender desiring to exercise such right shall give written notice thereof to the Agent and the Borrower no sooner than two (2) Business Days and not later than five (5) Business Days after receipt by such Defaulting Lender became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the right to acquire its pro rata share of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender Lender’s Commitment in proportion to the Commitments of an Assignment Agreement evidencing an assignment pursuant the other Lenders exercising such right. If after such fifth (5th) Business Day, the Lenders have not elected to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf purchase all of the Commitment of such Defaulting Lender, then the Borrower (so long as no Default or Event of Default exists) or the Required Lenders may, by giving written notice thereof to the Agent, the Borrower, such Defaulting Lender and the other Lenders, demand (but shall have no obligation to so demand) that such Defaulting Lender assign its Commitment to an assignee subject to and in accordance with the provisions of §18.1 for the purchase price provided for below and upon any such demand such Defaulting Lender shall comply with such demand and shall consummate such assignment (subject to and in accordance with the provisions of §18.1). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an assignee. Upon any such purchase or assignment, and any such demand with respect to which the conditions specified in §18.1 have been satisfied, the Defaulting Lender’s interest in its Commitments, Loans and rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase and assignment, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment Agreement so executed and Acceptance Agreement. The purchase price for the Commitment of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans (including the Dollar Equivalent of Alternative Currency/Dollar Revolving Credit Loans) outstanding and owed by the replacement Borrower to the Defaulting Lender plus any accrued but unpaid interest thereon and Agentany accrued but unpaid fees incurred prior to such Lender becoming a Defaulting Lender. Prior to payment of such purchase price to a Defaulting Lender, the Agent shall apply against such purchase price any amounts retained by the Agent pursuant to §2.13(d). During any period in which there is a U.S. Dollar Revolving Credit Lender that is a Defaulting Lender, all or any part of such Defaulting Lender’s obligation to acquire, refinance or fund participations in Letters of Credit pursuant to §2.10(g) or Swing Loans pursuant to §2.5(e) shall be reallocated among the U.S. Dollar Revolving Credit Lenders that are Non-Defaulting Lenders in accordance with their respective U.S. Dollar Revolving Credit Commitment Percentages for U.S. Dollar Revolving Credit Loans (computed without giving effect to the U.S. Dollar Revolving Credit Commitment of such Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable U.S. Dollar Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default exists, (ii) the conditions set forth in §10 and §11 are satisfied at the time of such reallocation (and, unless the Borrower shall have notified the Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at the time), (iii) the representations and warranties in the Loan Documents shall be true and correct in all material respects on and as of the date of such reallocation with the same effect as though made on and as of such date, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and (iv) the aggregate obligation of each U.S. Dollar Revolving Credit Lender that is a Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Loans shall not exceed the positive difference, if any, of (A) the U.S. Dollar Revolving Credit Commitment of that Non-Defaulting Lender minus (B) the sum of (1) the aggregate outstanding principal amount of the U.S. Dollar Revolving Credit Loans of that Lender plus (2) such Lender’s pro rata portion in accordance with its U.S. Dollar Revolving Credit Commitment Percentage of outstanding Letter of Credit Liabilities and participations in Swing Loans. Subject to §34, no reallocation hereunder 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 Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. Any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise, and including any amounts made available to the Agent for the account of such Defaulting Lender pursuant to §13), shall be effective applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent (other than with respect to Letter of Credit Liabilities) hereunder; second, to the payment of any amounts owing by such Defaulting Lender to the Issuing Lender (with respect to Letter of Credit Liabilities) and/or the Swing Loan Lender hereunder; third, if so determined by the Agent or requested by the Issuing Lender or the Swing Loan Lender, to be held as cash collateral for purposes future funding obligations of such Defaulting Lender of any participation in any Letter of Credit or Swing Loan; fourth, 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 such Defaulting Lender has failed to fund its portion thereof as required by this Section 2.1(gAgreement, as determined by the Agent; fifth, if so determined by the Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of such Defaulting Lender to fund Loans or participations under this Agreement and (y) be held as cash collateral for future funding obligations of such Defaulting Lender of any participation in any Letter of Credit or Swing Loan; sixth, to the payment of any amounts owing to the Agent or the Lenders (including the Issuing Lender and the Swing Loan Lender) as a result of any judgment of a court of competent jurisdiction obtained by the Agent or any Lender (including the Issuing Lender and the Swing Loan 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 Default or Event of 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 as otherwise directed by a court of competent jurisdiction; provided that if (i) such payment is a payment of the principal amount of any Loans or funded participations in Letters of Credit or Swing Loans in respect of which such Defaulting Lender has not fully funded its appropriate share and (ii) such Loans or funded participations in Letters of Credit or Swing Loans were made at a time when the conditions set forth in §10 and §11, to the extent required by this Agreement, were satisfied or waived, such payment shall be applied solely to pay the Revolving Credit Loans and Term Loans of, and funded participations in Letters of Credit or Swing Loans owed to, all Non-Defaulting Lenders as applicable on a pro rata basis until such time as all Revolving Credit Loans and Term Loans and funded and unfunded participations in Letters of Credit and Swing Loans are held by the Lenders pro rata in accordance with their applicable Revolving Credit Commitment Percentages and Term Loan Commitment Percentages, as applicable, without regard to §2.13(c), prior to being applied to the payment of any Revolving Credit Loans and Term Loans of, or funded participations in Letters of Credit or Swing Loans owed to, such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this §2.13(d) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto, and to the extent allocated to the repayment of principal of the Loan, shall not be considered outstanding principal under this Agreement. Within five (5) Business Days of demand by the Issuing Lender or Swing Loan Lender from time to time, the Borrower shall deliver to the Agent for the benefit of the Issuing Lender and the Swing Loan Lender cash collateral in an amount sufficient to cover all Fronting Exposure with respect to the Issuing Lender and Swing Loan Lender (after giving effect to §2.5(a), §2.10(a) and Section 11.1§2.13(c)) on terms reasonably satisfactory to the Issuing Lender and/or Swing Loan Lender in its good faith determination (and such cash collateral shall be in Dollars). Any such cash collateral shall be deposited in the Collateral Account as collateral (solely for the benefit of the Issuing Lender and/or the Swing Loan Lender) for the payment and performance of each Defaulting Lender’s pro rata portion in accordance with their respective U.S. Dollar Revolving Credit Commitment Percentages of outstanding Letter of Credit Liabilities and Swing Loans. Moneys in the Collateral Account deposited pursuant to this section shall be applied by the Agent to reimburse the Issuing Lender and/or the Swing Loan Lender immediately for each Defaulting Lender’s pro rata portion in accordance with their respective U.S. Dollar Revolving Credit Commitment Percentages of any funding obligation with respect to a Letter of Credit or Swing Loan which has not otherwise been reimbursed by the Borrower or such Defaulting Lender. Any amounts deposited in the Collateral Account (or any portion thereof) shall be refunded to the Borrower promptly upon any of the following (as applicable) (i) the applicable Letter of Credit in connection with which it was provided being terminated or cancelled (without any drawing thereon), (ii) all Fronting Exposure with respect to the Issuing Lender and Swing Loan Lender has been eliminated or (iii) as provided in §§12.1 and 12.6(d) and (f).

Defaulting Lenders. The failure of (a) If for any reason any Lender shall be a Defaulting Lender to make any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make the Loan or purchase such participation on such datethen, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein in addition to the contraryrights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover’s right to participate in the administration of the Loans, for this Agreement and the purposes other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of determining Requisite the Agent or to be taken into account in the calculation of the Required Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from Borrowing Base Majority Lenders, the total Loans and Commitments outstanding. At Borrower’s requestRequired Revolving Credit Lenders, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting LenderRequired Term Loan A Lenders, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Personthe Required Term Loan B Lenders, all of the Commitments Lenders or affected Lenders, shall, except as specifically provided in §27, be suspended during the pendency of that Defaulting such failure or refusal. If a Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that is a Defaulting Lender does not execute an Assignment Agreement pursuant because it has failed to Section 11.1 within five make timely payment to the Agent of any amount required to be paid to the Agent hereunder (5) Business Days after receipt by such Defaulting Lender of without giving effect to any notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(gor cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting LenderLender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Effective Rate plus one percent (1%), (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Assignment Defaulting Lender under this Agreement so executed or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the replacement Lender and Agent, Agent in respect of a Defaulting Lender’s Loans shall be effective for purposes of this Section 2.1(g) and Section 11.1applied as set forth in §2.13(d).

Defaulting Lenders. The failure of any Defaulting Lender to make any Advance, Loan or any payment required to be made by it such Lender hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of any of its obligations to make the an Advance, Loan or purchase such participation on such datepayment or otherwise, but neither none of any Other Lender nor Lender, the Administrative Agent or the Revolving Agent shall be responsible to the Credit Parties or to any other Person for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required meet its obligations hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, be included in the determination calculation of “Requisite Required Lenders,” “Required Revolving Lenders” or “Lenders directly affectedRequired Term Lenders,” hereunderas applicable) for any voting or consent rights under or with respect to any Loan Document except Document. At the Borrower Representative’s request with respect to any amendment, modification or the Administrative Agent’s consent described and in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite LendersAdministrative Agent’s sole discretion, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Administrative Agent (or a Person reasonably acceptable to Agent the Administrative Agent) shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Administrative Agent’s request, sell and assign to Administrative Agent (or to such Person), all right, title and interest of the Commitments of that such Defaulting Lender under the Loan Documents for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1Acceptance.

Defaulting Lenders. The failure of (a) If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an a “Other Defaulting Lender”) shall fail or refuse to perform any of its obligations to make the Loan under this Agreement or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of 2 Business Days after notice from the Agent, then, in addition to the contraryrights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover’s right to participate in the administration of the Loans, for this Agreement and the purposes other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of determining the Agent or to be taken into account in the calculation of Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from suspended during the total Loans pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and Commitments outstanding. At Borrower’s request, remedies which the Agent or a Person reasonably acceptable to Agent shall the Borrower may have under the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lenderimmediately preceding provisions or otherwise, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting LenderLender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Assignment Defaulting Lender under this Agreement so executed or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the replacement Agent in respect of a Defaulting Lender’s Loan shall not be paid to such Defaulting Lender and Agent, shall be effective for purposes held by the Agent and paid to such Defaulting Lender upon the Defaulting Lender’s curing of this Section 2.1(g) and Section 11.1its default.

Defaulting Lenders. The failure of If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other a "Defaulting Lender, an “Other Lender”") shall fail or refuse to perform any of its obligations to make the Loan under this Agreement or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of 5 Business Days after notice from the Agent, then, in addition to the contraryrights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover's right to participate in the administration of the Advances, for this Agreement and the purposes other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of determining the Agent or to be taken into account in the calculation of Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from suspended during the total Loans pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and Commitments outstanding. At Borrower’s request, remedies which the Agent or a Person reasonably acceptable to Agent shall the Borrower may have under the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lenderimmediately preceding provisions or otherwise, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting LenderLender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Assignment Defaulting Lender under this Agreement so executed or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. The Agent shall give the Borrower prompt notice of the failure of any Lender to make available to the Agent the proceeds of any Advance required to be made available by such Lender. Any amounts received by the replacement Agent in respect of a Defaulting Lender's Advances shall not be paid to such Defaulting Lender and Agent, shall be effective for purposes held by the Agent and paid to such Defaulting Lender upon the Defaulting Lender's curing of this Section 2.1(g) and Section 11.1its default.

Defaulting Lenders. The failure of any Lender (a “Defaulting Lender Lender”) to make any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make the Loan such payment or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, be included in the determination calculation of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or Document. With Borrowers’ consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender (which consent shall not be excluded from the total Loans and Commitments outstanding. At Borrower’s requestunreasonably withheld), Agent or a Person reasonably acceptable to Agent Agent, including without limitation an Other Lender, shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that such Defaulting Lender Lender’s Pro Rata Share for an amount equal to the principal balance of all Loans held by the Loan allocable to such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1Acceptance.

Defaulting Lenders. The failure of (a) If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an a “Other Defaulting Lender”) shall fail or refuse to perform any of its obligations to make the Loan under this Agreement or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of 5 Business Days after notice from the Agent, then, in addition to the contraryrights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover’s right to participate in the administration of the Loans, for this Agreement and the purposes other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of determining the Agent or to be taken into account in the calculation of Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from suspended during the total Loans pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and Commitments outstanding. At Borrower’s request, remedies which the Agent or a Person reasonably acceptable to Agent shall the Borrower may have under the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lenderimmediately preceding provisions or otherwise, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting LenderLender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Assignment Defaulting Lender under this Agreement so executed or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the replacement Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and Agent, shall be effective for purposes held by the Agent and paid to such Defaulting Lender upon the Defaulting Lender’s curing of this Section 2.1(g) and Section 11.1its default.

Defaulting Lenders. The Neither the failure of any Defaulting Lender to make any Advance or Delayed Draw Term B Loan or purchase any payment participation required to be made or purchased by it hereunder on in accordance with the date specified therefor terms of this Agreement nor the status of any Revolving Lender or Delayed Draw Term B Lender as a Defaulting Lender shall not relieve any other Revolving Lender or Delayed Draw Term B Lender (each such other Revolving Lender or Delayed Draw Term B Lender, an “Other Lender”) of its obligations to make the such Advance or Delayed Draw Term B Loan or purchase such participation on such date, but neither any Other Lender nor Administrative Agent shall be responsible for the failure of any Defaulting Lender to make the Loanan Advance or Delayed Draw Term B Loan to be made, or to purchase a participation to be purchased, by such Defaulting Lender, and no Other Lender shall have any obligation to Administrative Agent or make any other payment required hereunderLender for the failure by such Defaulting Lender. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender (of the type described in clause (a) of the definition of Defaulting Lender) shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” or a “Revolving Lender” (or be, or have its Loans and Commitments, be included in the determination calculation of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendmentDocument; provided that the foregoing shall not permit, modification or without the consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Defaulting Lender, (i) an increase in the principal amount of such Defaulting Lender’s Commitment, (ii) the reduction of the principal of, rate of interest on (other than reducing or waiving Default Interest) or Fees payable with respect to any Loan or Letter of Credit Obligations of such Defaulting Lender or (iii) unless all other Lenders affected thereby are treated similarly, the extension of any scheduled payment date or final maturity date of the principal of any Loan of such Defaulting Lender (it being understood and agreed that payments pursuant to Section 2.3 are not “scheduled”). If Borrower, Administrative Agent and each Issuing Lender agree in writing that a Lender is no longer 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 (which may include arrangements with respect to any cash collateral), that Lender, if a Revolving Lender, will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Revolving Lenders or take such Assignment Agreement so executed other actions as Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the replacement Revolving Lenders in accordance with the Revolving Commitments, whereupon 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 Borrower while that Lender was a Defaulting Lender; and Agentprovided, shall be effective for purposes further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of this Section 2.1(g) and Section 11.1any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. The failure of If for any reason any Lender (a "Defaulting Lender Lender") shall fail or refuse to make any Loan perform its obligations under this Agreement or any payment required by other Loan Document to which it hereunder on is a party within the date time period specified therefor shall not relieve any other Lender (each for performance of such other Lenderobligation or, an “Other Lender”) if no time period is specified, if such failure or refusal continues for a period of its obligations to make 5 Business Days after notice from the Loan or purchase such participation on such dateAgent, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loanthen, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein in addition to the contraryrights and remedies that may be available to the Agent or the Borrowers under this Agreement or Applicable Law, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover's right to participate in the administration of the Loans, for this Agreement and the purposes other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of determining Requisite the Agent or to be taken into account in the calculation of Majority Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from suspended during the total Loans pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and Commitments outstanding. At Borrower’s request, remedies which the Agent or a Person reasonably acceptable to Agent shall the Borrowers may have under the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lenderimmediately preceding provisions or otherwise, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting LenderLender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Assignment Lender under this Agreement so executed or any other Loan Document and (iii) to bring an action or suit against such Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the replacement Agent in respect of a Defaulting Lender's Pro Rata Share of the Loans shall not be paid to such Defaulting Lender and Agent, shall be effective for purposes held by the Agent and paid to such Defaulting Lender upon the Defaulting Lender's curing of this Section 2.1(g) and Section 11.1its default.

Defaulting Lenders. The failure of (A) If any Defaulting Lender amount described in Subsection 2.4, Subsection 2.5 or in Subsection 2.19(F) hereof is not made available to make any Loan or any payment required Agent by it hereunder on the date specified therefor shall not relieve any other a Lender (each such other Lender, an “Other Lender”) of its obligations Lender being hereinafter referred to make the Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase as a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such "Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g") and presentation Agent has made such amount available to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g)Borrower or the Issuing Bank, as applicable, Agent shall be entitled to recover such amount on demand from such Defaulting Lender together with interest as hereinafter provided. If such Defaulting Lender does not pay such amount forthwith upon Agent's demand therefor, Agent shall promptly notify Borrower and Borrower shall immediately (but not obligatedin no event later than five Business Days after such demand) pay such amount to execute Agent together with the amounts provided for in the immediately succeeding sentence. Agent shall also be entitled to recover from such Defaulting Lender and/or Borrower, as the case may be, (x) interest on such amount in respect of each day from the date such corresponding amount was made available by Agent to Borrower to the date such amount is recovered by Agent, at a rate per annum equal to either (i) if paid by such Defaulting Lender, the overnight Federal Funds Rate or (ii) if paid by Borrower, the then applicable rate of interest, calculated in accordance with Subsection 2.20(A) hereof, plus (y) in each case, an Assignment Agreement amount equal to any costs (including legal expenses) and losses incurred as a result of the failure of such Defaulting Lender to provide such amount as provided in this Agreement. Nothing herein shall be deemed to relieve any Lender from its duty to fulfill its obligations hereunder or to prejudice any rights which Borrower may have against any Lender as a result of any default by such Lender hereunder, including, without limitation, the right of Borrower to seek reimbursement from any Defaulting Lender for any amounts paid by Borrower under clause (y) above on behalf account of such Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1's default.

Defaulting Lenders. The failure of (a) If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an a “Other Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to make which it is a party within the Loan time period specified for performance of such obligation or, if no time period is specified, if such failure or purchase refusal continues for a period of three (3) Business Days after notice from the Administrative Agent, then, in addition to the rights and remedies that may be available to the Administrative Agent or the Borrower under this Agreement or Applicable Law, such participation on such date, but neither any Other Lender nor Agent shall be responsible for Defaulting Lender’s right to participate in the failure administration of any Defaulting Lender to make the Loan, purchase a participation this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or make to direct any other payment required hereunderaction or inaction of the Administrative Agent or to be taken into account in the calculation of Requisite Lenders, shall be suspended during the pendency of such failure or refusal. Notwithstanding anything set forth herein to the contraryforegoing, a Defaulting Lender shall not have any voting or must consent rights under or with respect to any Loan Document or constitute a “Lender” (or beincrease to its Commitment, or have its Loans and Commitments, included except in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) connection with any protective advance. If for any voting or consent rights under or with respect reason a Lender fails to make timely payment to the Administrative Agent of any amount required to be paid to the Administrative Agent hereunder (without giving effect to any Loan Document except with respect notice or cure periods), in addition to any amendment, modification other rights and remedies which the Administrative Agent or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite LendersBorrower may have under the immediately preceding provisions or otherwise, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Administrative Agent shall be entitled (but not obligatedi) to execute collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or set off and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an Assignment Agreement on behalf action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Administrative Agent in respect of a Defaulting Lender’s interest in the Loans shall not be paid to such Defaulting Lender and shall be held uninvested by the Administrative Agent and either applied against the purchase price of such interest under the following subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes ’s curing of this Section 2.1(g) and Section 11.1its default.

Defaulting Lenders. The (a) Neither the failure of any Defaulting Lender to make any Loan or purchase any payment participation required to be made or purchased by it hereunder on in accordance with the date specified therefor terms of this Agreement nor the status of any Lender as a Defaulting Lender shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make the such Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loana Loan to be made, or to purchase a participation to be purchased, by such Defaulting Lender, and no Other Lender shall have any obligation to Agent or make any other payment required hereunderLender for the failure by such Defaulting Lender. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender of the type described in clause (a) of the definition of Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” or a “Revolving Lender” (or be, or have its Loans and Commitments, be included in the determination calculation of “Requisite Required Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendmentDocument; provided that the foregoing shall not permit, modification or without the consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Defaulting Lender, (i) an increase in the principal amount of such Defaulting Lender’s Commitment, (ii) the reduction of the principal of, rate of interest on (other than reducing or waiving the Default Rate) or Fees payable with respect to any Loan of such Defaulting Lender or (iii) unless all other Lenders affected thereby are treated similarly, the extension of any scheduled payment date or final maturity date of the principal among of any Loan of such Defaulting Lender (it being understood and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this agreed that payments pursuant to Section 2.1(g2.4(e) and Section 11.1are not “scheduled”).

Defaulting Lenders. The failure of If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an a “Other Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two (2) Business Days after notice from the Administrative Agent, then, in addition to the rights and remedies that may be available to the Administrative Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loan, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of Requisite Lenders or unanimous Lender consent, as applicable, shall be suspended during the pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to the Loan Administrative Agent of any amount required to be paid to the Administrative Agent hereunder (without giving effect to any notice or purchase such participation on such datecure periods), but neither any Other Lender nor in addition to other rights and remedies which the Administrative Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Administrative Agent shall be responsible entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the failure period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender to make the Loan, purchase a participation under this Agreement or make any other payment required hereunderLoan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Notwithstanding anything set forth herein Any amounts received by the Administrative Agent in respect of a Defaulting Lender’s Individual Loan Commitment shall not be paid to such Defaulting Lender and shall be held by the contraryAdministrative Agent and paid to such Defaulting Lender upon the Defaulting Lender’s curing of its default. Furthermore, a Defaulting Lender shall not have indemnify and hold harmless Borrower, Administrative Agent and each of the other Lenders from any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or beclaim, loss, or have its Loans and Commitmentscosts incurred by Borrower, included in Administrative Agent and/or the determination other Lenders as a result of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such a Defaulting Lender. Moreover’s failure to comply with the requirements of this Agreement, for the purposes including, without limitation, any and all additional losses, damages, costs and expenses (including, without limitation, attorneys’ fees) incurred by Borrower, Administrative Agent and any Lender as a result of determining Requisite Lenders, the Loans and Commitments held and/or in connection with (i) any enforcement action brought by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Administrative Agent or against a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement(ii) any action brought against Administrative Agent and/or Lenders. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent The indemnification provided above shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Defaulting Lender, and survive any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes termination of this Section 2.1(g) and Section 11.1Agreement.

Defaulting Lenders. The failure of (a) If for any reason any Lender shall be a Defaulting Lender to make any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, except as otherwise provided under §27, such Defaulting Lender”) ’s right to participate in the administration of its obligations the Loans, this Agreement and the other Loan Documents, including without limitation, any right to make vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Majority Revolving Credit Lenders, the Majority U.S. Dollar Revolving Credit Lenders, the Majority Alternative Currency/Dollar Revolving Credit Lenders, the Majority Term Loan A Lenders, the Majority Term Loan B Lenders, the Required Lenders or purchase such participation on such dateall of the Lenders, but neither any Other Lender nor Agent shall be responsible for suspended during the pendency of such failure of any Defaulting or refusal. If a Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, is a Defaulting Lender shall not have because it has failed to make timely payment to the Agent of any voting or consent rights under or with respect amount required to be paid to the Agent hereunder (without giving effect to any Loan Document notice or constitute a “Lender” (cure periods), in addition to other rights and remedies which the Agent or be, the Borrower may have under the immediately preceding provisions or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lendersotherwise, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligatedi) to execute collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an Assignment Agreement action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall be applied as set forth in §2.14(d). Notwithstanding anything else provided herein or otherwise, no limitation on behalf of such Defaulting Lender’s right to participate in the administration of the Loans shall mean or be deemed to limit or otherwise impair, and such Defaulting Lender’s right to attend, but not participate or vote (except as otherwise provided under §27), in any such Assignment Agreement so executed by bank meeting or to request or receive any information in connection with or as provided under any of the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1Loan Documents.

Defaulting Lenders. The failure Anything contained herein to the contrary notwithstanding, if any Lender defaults in its obligation to fund (a “Funding Default”) any Loan within one Business Day after the date required to be funded by it (in each case, a “Defaulted Loan”) or has (or whose parent company has) become the subject of a bankruptcy or insolvency proceeding or has had a receiver or conservator appointed with respect to such Lender (or any parent company of such Lender) at the direction or request of any regulatory agency or authority (or similar regulatory action has been taken with respect to such Lender or parent company of such Lender) (in each case, a “Defaulting Lender”; provided, that a Lender shall not become a Defaulting Lender solely as the result of either (1) the acquisition or maintenance of an ownership interest in such Lender or Person controlling such Lender by a Governmental Authority or an instrumentality thereof, or (2) the exercise of control over such Lender or Person controlling such Lender by a Governmental Authority or an instrumentality thereof incident to make such ownership interest), then (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, any Loan prepayment of the Loans shall, if the Borrower so directs at the time of making such prepayment, be applied to the Loans of other Lenders as if such Defaulting Lender had no Loans outstanding and (b) the aggregate amount of the Loans as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. No Commitment of any Lender shall be increased or any payment required otherwise affected, and, except as otherwise expressly provided in this Section 2.21, performance by it the Borrower of its obligations hereunder on the date specified therefor shall not relieve be excused or otherwise modified as a result of any Funding Default or the operation of this Section 2.21. The rights and remedies against a Defaulting Lender under this Section 2.21 are in addition to other rights and remedies that the Borrower, the Administrative Agent or any other Lender (each may have against such other Lender, an “Other Lender”) of its obligations to make the Loan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments, included in the determination of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by such Defaulting Lender of notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(g), Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Defaulting Lender, and any such Assignment Agreement so executed by the replacement Lender and Agent, shall be effective for purposes of this Section 2.1(g) and Section 11.1Funding Default.

Defaulting Lenders. The failure of If for any Defaulting Lender to make reason any Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an a “Other Defaulting Lender”) shall fail or refuse to perform any of its obligations to make the Loan under this Agreement or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to make the Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or constitute refusal continues for a “Lender” (or be, or have its Loans and Commitments, included in the determination period of “Requisite Lenders” or “Lenders directly affected” hereunder) for any voting or consent rights under or with respect to any Loan Document except with respect to any amendment, modification or consent described in Section 12.2(c)(i)-(iv) that directly affects such Defaulting Lender. Moreover, for the purposes of determining Requisite Lenders, the Loans and Commitments held by any Defaulting Lender shall be excluded from the total Loans and Commitments outstanding. At Borrower’s request, Agent or a Person reasonably acceptable to Agent shall have the right with Agent’s reasonable consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Defaulting Lender, and each Defaulting Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Commitments of that Defaulting Lender for an amount equal to the principal balance of all Loans held by such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. In the event that a Defaulting Lender does not execute an Assignment Agreement pursuant to Section 11.1 within five (5) Business Days after receipt by notice from Administrative Agent, then, in addition to the rights and remedies that may be available to Administrative Agent or Borrowers under this Agreement or applicable law, such Defaulting Lender’s right to participate in the administration of the Borrowings, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of Administrative Agent or to be taken into account in the calculation of Required Lenders, shall be suspended during the pendency of such failure or refusal. If for any reason a Lender fails to make timely payment to Administrative Agent of any amount required to be paid to Administrative Agent hereunder (without giving effect to any notice of replacement pursuant to this Section 2.1(g) and presentation to such Defaulting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 2.1(gor cure periods), in addition to other rights and remedies which Administrative Agent or Borrowers may have under the immediately preceding provisions or otherwise, Administrative Agent shall be entitled (but not obligatedi) to execute such an Assignment Agreement on behalf of collect interest from such Defaulting LenderLender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Assignment Defaulting Lender under this Agreement so executed or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the replacement Administrative Agent in respect of a Defaulting Lender’s Loans shall not be paid to such Defaulting Lender and Agent, shall be effective for purposes held by Administrative Agent and paid to such Defaulting Lender upon the Defaulting Lender’s curing of this Section 2.1(g) and Section 11.1its default.