Common use of Defaulting Lenders Clause in Contracts

Defaulting Lenders. (a) Anything contained herein to the contrary notwithstanding, (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 prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advance.

Defaulting Lenders. (a) Anything contained herein to the contrary notwithstanding, (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 prepayment of the Revolving Credit Advances Loans shall, if the Borrower Tranche A Borrowers or TCCI, as applicable, so directs direct at the time of making such prepayment, be applied to the Revolving Credit Advances Loans of other Applicable Tranche Lenders as if such Defaulting Lender had no Revolving Credit AdvancesTranche A Loans or Tranche B Loans, as applicable, outstanding; (b) such Defaulting Lender’s unused Commitment Aggregate Commitments shall be excluded for purposes of calculating the unused commitment facility fee payable to Lenders pursuant to Section 2.04(a2.8(a) in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any facility fee with respect to its unused Commitment(s) pursuant to Section 2.8(a) for any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances Tranche A Loans and Tranche B Loans as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances Loans of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the BorrowerLender. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.192.17, performance by the any Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.192.17. The rights and remedies against a Defaulting Lender under this Section 2.19 2.17 are in addition to other rights and remedies that the BorrowerBorrowers, the Administrative Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted AdvanceLoan.

Defaulting Lenders. (a) Anything contained herein to the contrary notwithstanding, (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 prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advance.

Defaulting Lenders. (a) Anything contained herein to the contrary notwithstanding, in the event that any Lender, other than at the direction or request of any regulatory agency or authority or due to a temporary disruption in the financial markets generally, defaults (aa “Defaulting Lender”) in its obligation to fund (a “Funding Default”) any Loan (in each case, a “Defaulted Loan”), then (i) during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be a Non-Voting Lender; and (ii) to the extent permitted by applicable law, during any Default Period and until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, (A) any voluntary prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, Loans shall be applied to the Revolving Credit Advances outstanding Loans of Lenders other than Defaulting Lenders as if prior to the outstanding Loans of the Defaulting Lenders, (B) any mandatory prepayment of the Loans shall be applied to the outstanding Loans of Lenders other than Defaulting Lenders prior to the outstanding Loans of the Defaulting Lenders, (C) such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such Defaulting Lender’s unused shall not be entitled to receive any Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders Fee pursuant to Section 2.04(a3.11 (Fees) in respect of any day during any Default Period with respect to such Defaulting Lender’s Commitment; and (cD) the aggregate amount availability of the Revolving Credit Advances Loans pursuant to Section 2.01(a) (Loans) shall, as at any date of determination shall determination, be calculated as if such Defaulting Lender had funded all Defaulted Advances Loans of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the BorrowerLender. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.192.07, performance by the Borrower or any Lender Borrowers of its their obligations hereunder and the other Financing Documents shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund Funding Default or the operation of this Section 2.192.07. The rights and remedies against a Defaulting Lender under this Section 2.19 2.07 are in addition to other rights and remedies that which the Borrower, Borrowers may have against such Defaulting Lender with respect to any Funding Default and which the Administrative Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted AdvanceFunding Default.

Defaulting Lenders. (a) Anything contained herein to the contrary notwithstanding, (a) to To the extent permitted by applicable lawthat a Lender fails to make any Advance when required hereunder and one or more of the other Lenders ("Performing Lenders") makes such Advance in such amounts as they may agree upon (although none of Lenders or Agent shall have any obligation to make any such Advance), until then, without otherwise limiting any rights and remedies in such time as the Default Excess with respect to such situation, Defaulting Lender shall have been reduced pay to zero, any prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such which performed Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a's obligations (x) in respect of any day during any Default Period with respect interest on such amount at a rate equal to such Defaulting Performing Lender; and (c) 's cost of funds for the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available related Loan which Performing Lenders made to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any such Defaulting Lender's failure by to effect the related Advance and (y) a pro-rata portion of the fees paid to Defaulting Lender by Borrower as set forth in Section 2.7, with such pro-rata portion to fund or be calculated by amortizing such fees on a straight-line basis (over the operation then scheduled term of this Section 2.19. The rights the Loan) and remedies against a Defaulting Lender under this Section 2.19 are in addition allocating to other rights and remedies that the BorrowerPerforming Lenders, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advancethe period they performed on behalf of the Defaulting Lender, the fees allocable to the amount so advanced by Performing Lenders on behalf of Defaulting Lender. Such interest shall accrue and be payable from the date the Performing Lender(s) made a loan to Borrower on behalf of the Defaulting Lender(s) until such payment is made by the Defaulting Lender(s) to the Performing Lender(s). If Defaulting Lender makes the payment which it theretofore failed to make and pays Performing Lender the interest and fees described in this Section, then Defaulting Lender shall be deemed to have made the Advance when the same was originally due.

Defaulting Lenders. At any time that there shall exist a Defaulting Lender, promptly (aand in any event within two Business Days) Anything contained herein following the written request of the Borrower to the contrary notwithstandingAdministrative Agent (with a copy to each Issuing Bank), all or any part of such Defaulting Lender’s L/C Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages (acalculated without regard to such Defaulting Lender’s Commitment) but only to the extent permitted by applicable lawthat such reallocation does not cause the Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment or the L/C Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s L/C Commitment. 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, until including any claim of a Non-Defaulting Lender as a result of such time as Non-Defaulting Lender’s increased exposure following such reallocation. If the Default Excess reallocation pursuant to the first sentence of this Section 2.22(l) fails, or otherwise upon the request of the Administrative Agent or any Issuing Bank (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender shall have been reduced to zero, any prepayment of in an amount not less than the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advance.Minimum Collateral Amount:

Defaulting Lenders. (a) Anything contained herein Notwithstanding anything to the contrary notwithstandingcontained in this Agreement, (a) if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, 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 prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable right to Lenders pursuant to Section 2.04(a) vote in respect of any day during amendment, consent or waiver of the terms of this Agreement or any Default Period with respect other Transaction Document or to direct any action or inaction of the Facility Agent or the Documentation Agent or to be taken into account in the calculation of the Required Lenders shall be suspended at all times that such Lender remains a Defaulting Lender; provided, however, that, except as otherwise set forth in this Section 2.17, the foregoing suspension shall not empower Lenders which are not Defaulting Lenders to increase a Defaulting Lender’s Commitment, decrease the rate of interest or fees applicable to, or extend the maturity date of such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit ’s Advances as at any date of determination shall be calculated as if or other Obligations owing to such Defaulting Lender had funded all Defaulted Advances of Lender, in each case, without such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the BorrowerLender’s consent. No Commitment of any Lender shall be increased or otherwise affected, and, and except as otherwise expressly provided in this Section 2.192.17, performance by the Borrower or any Lender of its obligations hereunder and the other Transaction Documents shall not be excused or otherwise modified modified, as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advance2.17.

Defaulting Lenders. (a) Anything contained herein to the contrary notwithstanding, (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 prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such Defaulting Lender’s unused Unused Commitment shall be excluded for purposes of calculating the unused commitment facility fee payable to Lenders pursuant to Section 2.04(a2.03(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.192.20, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.192.20. The rights and remedies against a Defaulting Lender under this Section 2.19 2.20 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advance.

Defaulting Lenders. (a) Anything contained herein Notwithstanding any provision of this Agreement to the contrary notwithstandingcontrary, (a) to if any Lender becomes a Defaulting Lender, then, so long as such Lender is a Defaulting Lender, the extent permitted by applicable law, until such time as the Default Excess with respect to Commitments and Aggregate Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or other requisite Lenders have been reduced taken or may take any action hereunder (including any consent to zeroany amendment, any prepayment of the Revolving Credit Advances shallwaiver or other modification pursuant to Section 9.2); provided, if the Borrower so directs at the time of making such prepayment, be applied that this paragraph shall not apply to the Revolving Credit Advances vote of a Defaulting Lender in the case of an amendment, waiver or other Lenders as modification requiring the consent of such Lender or each Lender affected thereby if such amendment, waiver or modification would adversely affect such Defaulting Lender had compared to other similarly affected Lenders; provided, further, that no Revolving Credit Advancesamendment, outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes waiver or modification that would require the consent of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this clause (2), (3) or (6) of Section 2.19 are in addition to other rights and remedies 9.2(b) may be made without the consent of such Defaulting Lender. In the event that the BorrowerAdministrative Agent, Mid-Holdings and the Agent or any other Borrower each agrees that a Defaulting Lender may have against has adequately remedied all matters that caused such Lender to be a Defaulting Lender, such Lender shall then cease to be a Defaulting Lender with respect to any Defaulted Advancesubsequent periods unless such Lender shall thereafter become a Defaulting Lender.

Defaulting Lenders. (a) Anything contained herein Notwithstanding any provision of this Agreement to the contrary notwithstandingcontrary, (a) to if any Lender becomes a Defaulting Lender, then, for so long as such Lender is a Defaulting Lender, the extent permitted by applicable law, until such time as the Default Excess with respect to Commitment of such Defaulting Lender shall not be included in determining whether the Required Lenders have been reduced taken or may take any action hereunder (including any consent to zeroany amendment, any prepayment waiver or other modification pursuant to Section 9.02); provided, that, except as otherwise provided in Section 9.02, this paragraph shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby. In the event that the Administrative Agent and the Borrower each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date such Lender shall purchase at par such of the Revolving Credit Advances shall, if Loans of the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if the Administrative Agent shall determine may be necessary in order for such Defaulting Lender had no Revolving Credit Advancesto hold such Loans in accordance with its Applicable Percentage, outstanding; (b) whereupon such Lender will cease to be a Defaulting Lender’s unused Commitment shall ; provided that no adjustments will be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period made retroactively with respect to such payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and (c) provided, further, that except to the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn extent otherwise expressly agreed by the Borrower. No Commitment of any Lender shall be increased or otherwise affectedaffected parties, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations no change hereunder shall not be excused or otherwise modified as a result of any failure by a from Defaulting Lender to fund Lender will constitute a waiver or the operation release of this Section 2.19. The rights and remedies against any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted AdvanceLender.

Defaulting Lenders. (a) Anything contained herein to the contrary notwithstanding, in the event that any Lender is deemed insolvent or becomes the subject of an insolvency, bankruptcy, dissolution, liquidation or reorganization proceeding, or if any Lender or any substantial part of its property becomes the subject of an appointment of a receiver, intervenor or conservator, or a trustee or similar officer becomes the subject of a bankruptcy (aa “Lender Default”) to under the extent permitted by Bankruptcy Code or under any other applicable lawbankruptcy, until insolvency or similar law now or hereafter in effect (such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zeroLender, any prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such a “Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day ”), then during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if , such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender shall be deemed not to be a “Lender” for purposes of determining calculating Requisite Lenders (including the aggregate amount granting of any consents or waivers) with respect to any of the total Commitments available to be drawn by the BorrowerCredit Documents. No Commitment of any Lender shall be increased or otherwise affected, and, except Except as otherwise expressly provided in this Section 2.192.16, performance by the Borrower or any Lender of its obligations hereunder and the other Credit Documents shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund Default or the operation of this Section 2.192.18. The rights and remedies against a Defaulting Lender under this Section 2.19 2.18 are in addition to other rights and remedies that the Borrower, the which Borrower may have against such Defaulting Lender with respect to any Lender Default and which Administrative Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted AdvanceLender Default.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) Anything contained herein fees shall cease to accrue on the contrary notwithstandingunused amount of the Commitment of such Defaulting Lender pursuant to Section 2.09(a) or (b), as applicable; and (ab) to the extent permitted by applicable law, until such time as the Default Excess with respect to Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have been reduced taken or may take any action hereunder (including any consent to zeroany amendment or waiver pursuant to Section 9.02), except that (i) the Commitment of any prepayment Defaulting Lender may not be increased or extended without the consent of such Lender and (ii) any waiver, amendment or other modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. In the event that the Administrative Agent and the Company each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date such Lender shall purchase at par such of the Revolving Credit Advances shall, if Loans then outstanding of the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if the Administrative Agent shall determine may be necessary in order for such Defaulting Lender had to hold such Loans in accordance with its Applicable Percentage, whereupon such Lender shall no Revolving Credit Advances, outstanding; (b) such longer be a Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advance.

Defaulting Lenders. (a) 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 in such Lender’s Commitments or an extension of the maturity date of such Lender’s Loans or other Obligations without such Lender’s consent); (b) to the extent permitted by applicable law, until such time as the Default Defaulting Lender Excess with respect to such Defaulting Lender shall have been reduced to zero, any voluntary prepayment of the Revolving Credit Advances Loans shall, if the Borrower Administrative Agent so directs at the time of making such voluntary prepayment, be applied to the Revolving Credit Advances Loans of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, Loans outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount utilization of the Revolving Credit Advances Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances Loans of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the BorrowerLender. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.191.14, performance by the Borrower or any Lender of its obligations hereunder and the other Loan Documents shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.191.14. The rights and remedies against a Defaulting Lender under this Section 2.19 1.14 are in addition to other rights and remedies that which the Borrower, Borrower may have against such Defaulting Lender and which the Administrative Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted AdvanceLender.

Defaulting Lenders. (a) Anything contained herein Notwithstanding any provision of this Agreement to the contrary notwithstandingcontrary, (a) to if any Lender becomes a Defaulting Lender, then, so long as such Lender is a Defaulting Lender, the extent permitted by applicable law, until such time as the Default Excess with respect to Commitments and Aggregate Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or other requisite Lenders have been reduced taken or may take any action hereunder (including any consent to zeroany amendment, any prepayment of the Revolving Credit Advances shallwaiver or other modification pursuant to Section 9.2); provided, if the Borrower so directs at the time of making such prepayment, be applied that this paragraph shall not apply to the Revolving Credit Advances vote of a Defaulting Lender in the case of an amendment, waiver or other Lenders as modification requiring the consent of such Lender or each Lender affected thereby if such amendment, waiver or modification would adversely affect such Defaulting Lender had compared to other similarly affected Lenders; provided, further, that no Revolving Credit Advancesamendment, outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes waiver or modification that would require the consent of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this clause (2), (3) or (6) of Section 2.19 are in addition to other rights and remedies 9.2(b) may be made without the consent of such Defaulting Lender. In the event that the BorrowerAdministrative Agent and the Borrower each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, the Agent or any other such Lender may have against such shall then cease to be a Defaulting Lender with respect to any Defaulted Advancesubsequent periods unless such Lender shall thereafter become a Defaulting Lender.

Defaulting Lenders. If, at any time, a Lender becomes a Defaulting Lender, then (ai) Anything contained herein to the contrary notwithstandingif any Swingline Exposure exists at such time, (aA) to all or any part of the extent permitted by applicable law, until such time as the Default Excess with respect to Swingline Exposure of such Defaulting Lender shall have been reduced be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Percentages, but only to zero, any prepayment the extent the sum of the all non-Defaulting Lenders’ Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) Exposures plus such Defaulting Lender’s unused Commitment Swingline Exposure and L/C Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Credit Commitments and (B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, the Borrower shall, within one Business Day following notice by the Administrative Agent, prepay such Swingline Exposure and (ii) so long as such Lender is a Defaulting Lender, (A) the Swingline Lender shall not be required to fund any Swingline Loan, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateralized, and (B) participating interests in any newly made Swingline Loan shall be excluded for purposes of calculating the unused commitment fee payable to allocated among non-Defaulting Lenders pursuant to Section 2.04(ain a manner consistent with clause (i)(A) in respect of any day during any Default Period with respect to such Defaulting Lender; above (and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advanceparticipate therein).

Defaulting Lenders. (a) Anything contained herein Notwithstanding anything to the contrary notwithstandingcontained in this Agreement, (a) if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable lawApplicable Law, until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, any prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable right to Lenders pursuant to Section 2.04(a) vote in respect of any day during amendment, consent or waiver of the terms of this Agreement or any Default Period with respect other Transaction Document or to direct any action or inaction of the Facility Agent or the Documentation Agent or to be taken into account in the calculation of the Required Lenders shall be suspended at all times that such Lender remains a Defaulting Lender; provided, however, that, except as otherwise set forth in this Section 2.17, the foregoing suspension shall not empower Lenders which are not Defaulting Lenders to increase a Defaulting Lender’s Commitment, decrease the rate of interest or fees applicable to, or extend the maturity date of, such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit ’s Advances as at any date of determination shall be calculated as if or other Obligations owing to such Defaulting Lender had funded all Defaulted Advances of Lender, in each case, without such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the BorrowerLender’s consent. No Commitment of any Lender shall be increased or otherwise affected, affected and, except as otherwise expressly provided in this Section 2.192.17, performance by the Borrower or any Lender of its obligations hereunder and under the other Transaction Documents shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advance2.17.

Defaulting Lenders. (a) Anything contained herein Notwithstanding any provision of this Agreement to the contrary notwithstandingcontrary, (a) to if any Revolving Lender becomes a Defaulting Lender, then the extent permitted by applicable law, until following provisions shall apply for so long as such time as the Default Excess with respect to such Revolving Lender is a Defaulting Lender shall have been reduced to zero, if any prepayment Letter of the Revolving Credit Advances shall, if the Borrower so directs Obligations exist at the time of making a Revolving Lender becomes a Defaulting Lender, then the Borrower shall within 15 Business Days (or such prepayment, be applied longer period as the Administrative Agent and relevant Issuer may agree to) following written notice by the Administrative Agent to the Revolving Credit Advances of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstanding; Borrower (bA) cash collateralize such Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount share of the Letter of Credit Obligations in accordance with the procedures set forth in Section 9.3 for so long as such Letter of Credit Obligations are outstanding, or (B) enter into other arrangements reasonably satisfactory to the Administrative Agent, the Issuer and the Borrower (it being understood and agreed that once a Revolving Credit Advances as at any date of determination shall be calculated as if such Lender is no longer a Defaulting Lender had funded and has satisfied all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or under this Agreement, the operation cash collateral referenced in clause (A) above of this Section 2.192.18 shall be returned promptly to the Borrower). The rights and remedies against a Defaulting Lender under this Section 2.19 2.18 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender Administrative Agent, the Issuer and the non-Defaulting Lenders may have against such Defaulting Lender with respect to Lender. The arrangements permitted or required by this Section 2.18 shall be permitted under this Agreement, notwithstanding any Defaulted Advancelimitation on Liens or otherwise.

Defaulting Lenders. (a) 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 in such Lender’s Commitments or an extension of the maturity date of such Lender’s Loans or other Obligations without such Lender’s consent); (b) to the extent permitted by applicable law, until such time as the Default Defaulting Lender Excess with respect to such Defaulting Lender shall have been reduced to zero, any voluntary prepayment of the Revolving Credit Advances Loans shall, if the Borrower Administrative Agent so directs at the time of making such voluntary prepayment, be applied to the Revolving Credit Advances Loans of other Lenders as if such ​ ​ Defaulting Lender had no Revolving Credit Advances, Loans outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount utilization of the Revolving Credit Advances Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances Loans of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the BorrowerLender. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.191.14, performance by the Borrower or any Lender of its obligations hereunder and the other Loan Documents shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.191.14. The rights and remedies against a Defaulting Lender under this Section 2.19 1.14 are in addition to other rights and remedies that which the Borrower, Borrower may have against such Defaulting Lender and which the Administrative Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted AdvanceLender.

Defaulting Lenders. (a) Anything contained herein Notwithstanding any provision of this Annex to the contrary notwithstandingcontrary, (a) to if any Lender becomes a Defaulting Lender, then, so long as such Lender is a Defaulting Lender, the extent permitted by applicable law, until such time as the Default Excess with respect to Commitments and Aggregate Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or other requisite Lenders have been reduced taken or may take any action hereunder (including any consent to zeroany amendment, any prepayment of the Revolving Credit Advances shallwaiver or other modification pursuant to Section 9.2); provided, if the Borrower so directs at the time of making such prepayment, be applied that this paragraph shall not apply to the Revolving Credit Advances vote of a Defaulting Lender in the case of an amendment, waiver or other Lenders as modification requiring the consent of such Lender or each Lender affected thereby if such amendment, waiver or modification would adversely affect such Defaulting Lender had compared to other similarly affected Lenders; provided, further, that no Revolving Credit Advancesamendment, outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes waiver or modification that would require the consent of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this clause (2), (3) or (6) of Section 2.19 are in addition to other rights and remedies 9.2(b) may be made without the consent of such Defaulting Lender. In the event that the BorrowerAdministrative Agent and the Borrower each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, the Agent or any other such Lender may have against such shall then cease to be a Defaulting Lender with respect to any Defaulted Advancesubsequent periods unless such Lender shall thereafter become a Defaulting Lender.

Defaulting Lenders. (a) Anything contained herein Notwithstanding anything to the contrary notwithstandingherein, (a) to the extent permitted by applicable law, until such time as the Default Excess with respect to such no Defaulting Lender shall have been reduced any right to zeroapprove or disapprove any amendment, waiver or consent hereunder (and any prepayment amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the Revolving Credit Advances shallapplicable Lenders other than Defaulting Lenders), if except that (x) the Borrower so directs at the time Commitment of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if such any Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such Defaulting Lender’s unused Commitment shall may not be excluded for purposes of calculating increased or extended without the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances consent of such Defaulting Lender for purposes and (y) any waiver, amendment or modification requiring the consent of determining all Lenders or each affected Lender that by its terms disproportionately affects any Defaulting Lender more adversely than other affected Lenders shall require the aggregate amount consent of the total Commitments available such Defaulting Lender. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section 10.01 regardless of whether its Note shall have been marked to be drawn make reference therein, and any consent by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in holder of a Note pursuant to this Section 2.1910.01 shall bind any Person subsequently acquiring a Loan or a Note from it, performance by the Borrower whether or any Lender of its obligations hereunder not such Note shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advancebeen so marked.

Defaulting Lenders. (a) Anything contained herein to the contrary notwithstanding, (a) to To the extent permitted by applicable lawthat a Lender fails to make any Advance when required hereunder and one or more of the other Lenders ("Performing Lenders") makes such Advance in such amounts as they may agree upon (although none of Lenders or Agent shall have any obligation to make any such Advance), until then, without otherwise limiting any rights and remedies in such time as the Default Excess with respect to such situation, Defaulting Lender shall have been reduced pay to zero, any prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such which per- formed Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a's obligations (x) in respect of any day during any Default Period with respect interest on such amount at a rate equal to such Defaulting Performing Lender; and (c) 's cost of funds for the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available related Loan which Performing Lenders made to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any such Defaulting Lender's failure by to effect the related Advance and (y) a pro-rata portion of the fees paid to Defaulting Lender by Borrower as set forth in Section 2.7, with such pro-rata portion to fund or be calculated by amortizing such fees on a straight-line basis (over the operation then scheduled term of this Section 2.19. The rights the Loan) and remedies against a Defaulting Lender under this Section 2.19 are in addition allocating to other rights and remedies that the BorrowerPerforming Lenders, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advancethe period they performed on behalf of the Defaulting Lender, the fees allocable to the amount so advanced by Performing Lenders on behalf of Defaulting Lender. Such interest shall accrue and be payable from the date the Performing Lender(s) made a loan to Borrower on behalf of the Defaulting Lender(s) until such payment is made by the Defaulting Lender(s) to the Performing Lender(s). If Defaulting Lender makes the payment which it theretofore failed to make and pays Performing Lender the interest and fees described in this Section, then Defaulting Lender shall be deemed to have made the Advance when the same was originally due.

Defaulting Lenders. (a) Anything contained herein At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender's right to vote on matters which are subject to the contrary notwithstandingconsent or approval of the Majority or Required Lenders or all Lenders, (a) to the extent permitted by applicable law, shall be immediately suspended until such time as the Default Excess with respect Lender is no longer a Defaulting Lender and the calculation of Required Lenders shall be made without reference to such Defaulting Lender's Percentage. If a Defaulting Lender has failed to fund its Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall have been reduced be subordinated in right of payment, as provided in the following sentence, to zerothe prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any prepayment such Advance in which the Defaulting Lender has not funded its Percentage (such principal, interest and fees being referred to as "Senior Loans" for the purposes of the Revolving Credit Advances shall, if this section). All amounts paid by the Borrower so directs at the time of making such prepayment, in connection with ratable Loans and otherwise due to be applied to the Revolving Credit Advances of other Lenders as if Obligations owing to such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such Defaulting Lender’s unused Commitment pursuant to the terms hereof shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn distributed by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by Administrative Agent to the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advance.Lenders in

Defaulting Lenders. (a) Anything contained Notwithstanding anything set forth herein to the contrary notwithstandingcontrary, (a) to the extent permitted by applicable law, until such time as the Default Excess 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 Advances and Revolving Loan Commitments, included in the determination of “Required Lenders,” or “Lenders directly affected” pursuant to this Section 12.5) for any voting or consent rights under or with respect to any Loan Document, except that a Defaulting Lender shall be treated as an “affected Lender” solely with respect to an increase in or extension of such Defaulting Lender’s Revolving Loan Commitments, a reduction of the principal amount owed to such Defaulting Lender shall have been reduced to zeroor, any prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if unless such Defaulting Lender had no Revolving Credit Advancesis treated the same as the other Lenders holding Advances of the same type, outstanding; (b) a reduction in the interest rates applicable to the Advances held by such Defaulting Lender’s unused Commitment , and any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Moreover, for the purposes of determining Required Lenders, the Advances and Revolving Loan Commitments held by Defaulting Lenders shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of from the total Advances and Revolving Loan Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advanceoutstanding.

Defaulting Lenders. (a) 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 in such Lender’s Commitments or an extension of the maturity date of such Lender’s Loans or other Obligations without such Lender’s consent); (b) to the extent permitted by applicable law, until such time as the Default Defaulting Lender Excess with respect to such Defaulting Lender shall have been reduced to zero, any voluntary prepayment of the Revolving Credit Advances Loans shall, if the Borrower Administrative Agent so directs at the time of making such voluntary prepayment, be applied to the Revolving Credit Advances Loans of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, Loans outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount utilization of the Revolving Credit Advances Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances Loans of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the BorrowerLender. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.191.14, performance by the ​ Borrower or any Lender of its obligations hereunder and the other Loan Documents shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.191.14. The rights and remedies against a Defaulting Lender under this Section 2.19 1.14 are in addition to other rights and remedies that which the Borrower, Borrower may have against such Defaulting Lender and which the Administrative Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted AdvanceLender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) Anything contained herein the Revolving Commitment Fees and the Delayed Draw Term Ticking Fees shall cease to accrue on the contrary notwithstandingunused amount of the Revolving Commitment or on the Delayed Draw Term Commitment, (a) to the extent permitted by applicable law, until such time as the Default Excess with respect to case may be, of such Defaulting Lender; (b) the Revolving Commitment, the Revolving Exposure, the Term Commitment and the Term Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have been reduced taken or may take any action hereunder or under any other Loan Document (including any consent to zeroany amendment, any prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of waiver or other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders modification pursuant to Section 2.04(a) 10.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) Section 10.02, require the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances consent of such Defaulting Lender for purposes of determining in accordance with the aggregate amount of terms hereof; (c) if any Swingline Exposure or LC Exposure exists at the total Commitments available to be drawn by the Borrower. No Commitment of time any Revolving Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by becomes a Defaulting Lender to fund or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the BorrowerLender, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advance.then: [[3851767]]

Defaulting Lenders. (a) Anything contained herein to the contrary notwithstanding, (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 prepayment of the Revolving Credit Advances shall, if the applicable Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, Advances outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment facility fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the BorrowerBorrowers. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.192.20, performance by the any Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.192.20. The rights and remedies against a Defaulting Lender under this Section 2.19 2.20 are in addition to other rights and remedies that the BorrowerBorrowers, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advance.

Defaulting Lenders. (a) Anything contained herein to the contrary notwithstanding, during any period that a Revolving Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to commitment fees accruing with respect to its Revolving Commitment during such period pursuant to Section 2.15(b), ticking fees accruing with respect to its Delayed Draw Term Loan Commitment during such period pursuant to Section 2.15(c) or letter of credit fees accruing during such period pursuant to Section 2.15(d) (without prejudice to the rights of the Non-Defaulting Lenders in respect of such fees), provided that (a) to the extent permitted by applicable law, until such time as that a portion of the Default Excess with respect to LC Exposure of such Defaulting Lender shall have been reduced to zero, any prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied is reallocated to the Revolving Credit Advances of other Lenders as if such Non-Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to 2.27, such Defaulting Lender; and (c) fees that would have accrued for the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances benefit of such Defaulting Lender will instead accrue for purposes the benefit of determining and be payable to such Non-Defaulting Lenders to the aggregate amount extent of such Non-Defaulting Lenders' incremental additional LC Exposure and (b) to the total Commitments available to be drawn by the Borrower. No Commitment extent that any portion of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall such LC Exposure cannot be excused or otherwise modified as a result so reallocated, such fees will instead accrue for the benefit of any failure by a Defaulting Lender and be payable to fund or the operation relevant Issuing Bank. The pro rata payment provisions of Section 2.22 shall automatically be deemed adjusted to reflect the provisions of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advancesubsection.

Defaulting Lenders. (a) Anything contained herein Notwithstanding anything to the contrary notwithstandingcontained in this Loan Agreement or any of the other Loan Documents, any Lender that fails to pay any amount required hereunder, including failure (a) to make available to the Agent its Pro Rata Share of any Loan, or LC Outstandings, or to fund any participation in any LC Outstandings, or (b) to comply with the provisions of Section 16.7, in each case as, when and to the full extent permitted required by applicable lawthe provisions of this Agreement, shall be deemed a “Defaulting Lender” until such time as the Default Excess with respect to such delinquency is satisfied. A Defaulting Lender shall be deemed to have been reduced assigned to zerothe remaining nondefaulting Lenders (a) any and all payments due to it from Borrower, any prepayment whether on account of outstanding Loans, interest, fees or otherwise, for application to, and reduction of, their respective Pro Rata Shares of the Revolving Credit Advances shalloutstanding Loans, if and each Lender hereby authorizes the Borrower so directs at the time of making Agent to distribute such prepayment, be applied payments to the Revolving Credit Advances nondefaulting Lenders in proportion to their respective Pro Rata Shares of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstandingthe applicable outstanding Obligations and LC Outstandings; and (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes its right to vote on any matters requiring the consent of calculating the unused commitment fee payable Lenders, in proportion to Lenders pursuant to Section 2.04(a) in respect their respective Pro Rata Shares of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount Revolving Loan Exposure of the Revolving Credit Advances as at any date of determination shall be calculated as if such all Lenders. A Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affecteddeemed to have satisfied in full a delinquency when and if, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender application of the assigned payments to fund or all outstanding Obligations and LC Outstandings of the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrowernondefaulting Lenders, the Agent or any other Lender may Lenders’ respective Pro Rata Shares of all outstanding Obligations and LC Outstandings have against returned to those in effect immediately prior to such Defaulting Lender with respect delinquency and without giving effect to any Defaulted Advancethe nonpayment causing such delinquency.

Defaulting Lenders. (a) Anything contained herein Notwithstanding anything to the contrary notwithstandingcontained in this Section 2.10, (a) no Facing Agent shall be obligated to issue any Letter of Credit at a time when any other Lender is a Defaulting Lender, unless such Facing Agent has entered into arrangements satisfactory to it to eliminate such Facing Agent’s Fronting Exposure after giving effect to Section 4.1(b), including by Cash Collateralizing such Defaulting Lender’s Multicurrency Revolving Commitment Percentage of the extent permitted by applicable law, until such time as the Default Excess liability with respect to such Letter of Credit. Any such Cash Collateral shall be deposited in a separate interest bearing account with 113 the Administrative Agent, subject to the exclusive dominion and control of the Administrative Agent, as collateral (solely for the benefit of such Facing Agent) for the payment and performance of each Defaulting Lender’s Multicurrency Revolving Commitment Percentage of outstanding Letters of Credit. Moneys in such account shall be applied by the Administrative Agent to reimburse such Facing Agent immediately for each Defaulting Lender’s Multicurrency Revolving Commitment Percentage of any Drawing under any Letter of Credit which has not otherwise been reimbursed by the applicable Borrowers or such Defaulting Lender shall have been reduced pursuant to zerothe terms of this Section 2.10. Upon the request of Company, any prepayment amounts in excess of the Revolving Credit Advances shall, if the amount required to be deposited by any Borrower so directs pursuant to this Section 2.10(k) at the time of making such prepayment, request shall be applied released to the Revolving Credit Advances applicable Borrower so long as, at the time of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect and immediately after giving effect to such Defaulting Lender; release, no Unmatured Event of Default or Event of Default shall have occurred and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advancecontinuing.

Defaulting Lenders. (a) Anything contained herein to the contrary notwithstanding, in the event that any Lender at any time is a Defaulting Lender, then (a) to the extent permitted by applicable law, until such time as the Default Excess during any Defaulting Lender Period with respect to such Defaulting Lender shall have been reduced to zeroLender, any prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstandingTable of Contents 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 unused Commitment Commitments and outstanding Loans shall be excluded for purposes of calculating the unused commitment any fee payable to Lenders pursuant to Section 2.04(a) 2.1 in respect of any day during any Default 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 Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affectedextended, and, except as otherwise expressly provided in this Section 2.191.15, performance by the Borrower or any Lender of its obligations hereunder and the other Loan Documents shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.191.15. The rights and remedies against a Defaulting Lender under this Section 2.19 1.15 are in addition to other rights and remedies that which the Borrower, Borrower may have against such Defaulting Lender and which the Administrative Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted AdvanceLender.

Defaulting Lenders. (a) Anything contained herein to the contrary notwithstanding, in the event that any Lender, other than at the direction or request of any regulatory agency or authority, defaults (a “Defaulting Lender”) in its obligation to fund (a “Funding Default”) its portion of any unreimbursed payment, or to make a Synthetic LC Deposit, including under Section 2.5 (in each case, a “Defaulted Loan”), 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 prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Credit Documents; and (cb) the aggregate amount Synthetic LC Exposure of the Revolving Credit Advances all Lenders as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances Loans of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the BorrowerLender. No Synthetic LC Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.192.23, performance by the Borrower or any Lender of its obligations hereunder and the other Credit Documents shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund Funding Default or the operation of this Section 2.192.23. The rights and remedies against a Defaulting Lender under this Section 2.19 2.23 are in addition to other rights and remedies that the Borrower, the which Borrower may have against such Defaulting Lender with respect to any Funding Default and which Administrative Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted AdvanceFunding Default.

Defaulting Lenders. (a) Anything contained herein Notwithstanding any provision of this Agreement to the contrary notwithstandingcontrary, (a) to if any Lender becomes a Defaulting Lender, then the extent permitted by applicable law, until such time as the Default Excess with respect to Aggregate Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or other requisite Lenders have been reduced taken or may take any action hereunder (including any consent to zeroany amendment, any prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied waiver or other modification pursuant to Section 9.2); provided that this clause (b) shall not apply to the Revolving Credit Advances vote of a Defaulting Lender in the case of an amendment, waiver or other Lenders as modification requiring the consent of such Lender or each Lender affected thereby if such amendment, waiver or modification would adversely affect such Defaulting Lender had compared to other similarly affected Lenders; provided, further, that no Revolving Credit Advancesamendment, outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes waiver or modification that would require the consent of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this clause (i), (ii), (iii) or (v) of the first proviso of Section 2.19 are in addition to other rights and remedies 9.2(b) may be made without the consent of such Defaulting Lender. In the event that the BorrowerAdministrative Agent and the Borrower each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, the Agent or any other then such Lender may have against such shall then cease to be a Defaulting Lender with respect to any Defaulted Advancesubsequent periods unless such Lender shall thereafter become a Defaulting Lender.

Defaulting Lenders. (a) Anything contained herein to the contrary notwithstandingIf any Revolving Credit Lender becomes a Defaulting Lender, (a) to the extent permitted by applicable lawthen, until such time as the Default Excess with respect to such Lender is no longer a Defaulting Lender shall have been reduced to zeroLender, any prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such Defaulting Lender’s unused Commitment participation in Letters of Credit shall be excluded for purposes of calculating reallocated among the unused commitment fee payable to Non-Defaulting Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period accordance with respect their respective applicable Pro Rata Percentages (calculated without regard to such Defaulting Lender; and (c) ’s Commitments), but only to the extent that such reallocation does not cause the aggregate amount of the Revolving Credit Advances as at Exposure of any date of determination shall be calculated as if such Non-Defaulting Lender had funded all Defaulted Advances to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. No reallocation hereunder shall constitute a waiver or release of such any claim of any party hereunder against a Defaulting Lender for purposes arising from that Lxxxxx having become a Defaulting Lender, including any claim of determining the aggregate amount of the total Commitments available to be drawn by the Borrower. No Commitment of any a Non-Defaulting Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a such Non-Defaulting Lender to fund Lxxxxx’s increased exposure following such reallocation. If the reallocation described above cannot, or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrowercan only partially, be effected, the Agent applicable Borrowers shall, without prejudice to any right or any other Lender may have against remedy available to it hereunder or under law, enter into arrangements reasonably satisfactory to the applicable Issuing Bank and the applicable Borrowers to eliminate such Defaulting Lender Issuing Bank’s risk with respect to any Defaulted Advancethe participations in Letters of Credit by all Defaulting Lenders to the extent not so reallocated, including by cash collateralizing each such Defaulting Lender’s Pro Rata Percentage of the L/C Exposures.

Defaulting Lenders. (a) Anything contained Notwithstanding anything set forth herein to the contrary notwithstandingcontrary, (a) to the extent permitted by applicable law, until such time as the Default Excess 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 Advances and Revolving Loan Commitments, included in the determination of “Required Lenders”, “Supermajority Lenders” or “Lenders directly affected” pursuant to this Section 12.5) for any voting or consent rights under or with respect to any Loan Document, except that a Defaulting Lender shall be treated as an “affected Lender” solely with respect to an increase in or extension of such Defaulting Lender’s Revolving Loan Commitments, a reduction of the principal amount owed to such Defaulting Lender shall have been reduced to zeroor, any prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if unless such Defaulting Lender had no Revolving Credit Advancesis treated the same as the other Lenders holding Advances of the same type, outstanding; (b) a reduction in the interest rates applicable to the Advances held by such Defaulting Lender’s unused Commitment , and any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Moreover, for the purposes of determining Supermajority Lenders and Required Lenders, the Advances and Revolving Loan Commitments held by Defaulting Lenders shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of from the total Advances and Revolving Loan Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advanceoutstanding.

Defaulting Lenders. (a) Anything contained herein Notwithstanding any provision of this Agreement to the contrary notwithstandingcontrary, (a) to the extent permitted by applicable lawif any Lender becomes a Defaulting Lender, until such time as the Default Excess with respect to then such Defaulting Lender shall have been reduced to zeroand all of its Term Loans and Commitments, any prepayment of the Revolving Credit Advances shallas applicable, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating determining whether the unused commitment fee payable Required Lenders have taken or may take any action hereunder (including any consent to Lenders any amendment, waiver or other modification pursuant to Section 2.04(a8.01); provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in respect the case of any day during any Default Period an amendment, waiver or other modification described in Section 8.01 for which the consent of all Lenders or each Lender directly and adversely affected thereby is required. In the event that the Agent and the Borrower each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date such Lender shall purchase at par such of the Term Loans of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Term Loans in accordance with its Pro Rata Share, 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 the Borrower while such Lender was a Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations further that no change hereunder shall not be excused or otherwise modified as a result of any failure by a from Defaulting Lender to fund Lender will constitute a waiver or the operation release of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that any claim the Borrower, the Agent or any other Lender may have against arising from such Lender’s having been a Defaulting Lender with respect to any Defaulted AdvanceLender.

Defaulting Lenders. (a) Anything contained herein Notwithstanding any provision of this Agreement to the contrary notwithstandingcontrary, (a) to if any Lender becomes a Defaulting Lender, then the extent permitted by applicable law, until following provisions shall apply for so long as such time as Lender is a Defaulting Lender: the Default Excess with respect to Commitment of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have been reduced taken or may take any action hereunder (including any consent to zeroany amendment, modification or waiver pursuant to Section 10.02); provided that, except as otherwise provided in Section 10.02, (i) any prepayment waiver, amendment or modification requiring the consent of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other all Lenders as if or each affected Lender which affects such Defaulting Lender had no Revolving Credit Advancesdifferently than other affected Lenders shall require the consent of such Defaulting Lender and (ii) any amendment or modification that increases, outstanding; (b) or extends the maturity of, such Defaulting Lender’s unused Commitment shall be excluded for purposes or reduces the principal amount of, or rate of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of interest on, any day during any Default Period with respect to Loan made by such Defaulting Lender; and (c) , shall require the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances consent of such Defaulting Lender for purposes of determining Lender. In the aggregate amount of event that the total Commitments available to be drawn by Administrative Agent and the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to fund or the operation of this Section 2.19. The rights and remedies against be a Defaulting Lender, then on such date such Lender under this Section 2.19 are in addition shall cease to other rights and remedies that the Borrower, the Agent or any other Lender may have against such be a Defaulting Lender with respect to any Defaulted AdvanceLender.

Defaulting Lenders. (a) 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 in such Lender’s Commitments or an extension of the maturity date of such Lender’s Loans or other Obligations without such Lender’s consent); (b) to the extent permitted by applicable law, until such time as the Default Defaulting Lender Excess with respect to such Defaulting Lender shall have been reduced to zero, any voluntary prepayment of the Revolving Credit Advances Loans shall, if the Borrower Administrative Agent so directs at the time of making such voluntary prepayment, be applied to the Revolving Credit Advances Loans of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, Loans outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount utilization of the Revolving Credit Advances Commitments as at any date of determination shall ​ be calculated as if such Defaulting Lender had funded all Defaulted Advances Loans of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the BorrowerLender. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.191.14, performance by the Borrower or any Lender of its obligations hereunder and the other Loan Documents shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.191.14. The rights and remedies against a Defaulting Lender under this Section 2.19 1.14 are in addition to other rights and remedies that which the Borrower, Borrower may have against such Defaulting Lender and which the Administrative Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted AdvanceLender.

Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) Anything contained herein fees shall cease to accrue on the contrary notwithstanding, (a) to unfunded portion of the extent permitted by applicable law, until such time as the Default Excess with respect to Commitment of such Defaulting Lender shall have been reduced pursuant to zero, any prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstandingSection 2.12(a); (b) such Defaulting Lender’s unused Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly provided in Section 9.02(b)) and the Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances Exposure of such Defaulting Lender for purposes of shall not be included in determining whether the aggregate amount of the total Commitments available Required Lenders have taken or may take any action hereunder (including any consent to be drawn by the Borrower. No Commitment of any Lender shall be increased amendment, waiver or otherwise affectedother modification pursuant to Section 9.02) or under any other Loan Document; provided, andthat, except as otherwise expressly provided in Section 9.02, this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder clause (b) shall not be excused or otherwise modified as a result apply to the vote of any failure by a Defaulting Lender to fund in the case of an amendment, waiver or other modification requiring the operation consent of this Section 2.19. The rights and remedies against such Lender or each Lender directly affected thereby; (c) if any Swingline Exposure or LC Exposure exists at the time a Lender becomes a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrower, the Agent then: (i) all or any other Lender may have against part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with respect to any Defaulted Advance.their respective

Defaulting Lenders. (a) Anything contained herein in this Agreement to the contrary notwithstanding, (a) to the extent permitted by applicable law, until such time as the Default Excess excess, if any, of such Defaulting Lender’s ratable portion of the aggregate outstanding principal amount of the Loans of all Lenders (calculated as if all Defaulting Lenders had funded all of their respective Loans) over the aggregate outstanding principal amount of all Loans actually funded by such Defaulting Lender with respect to such Defaulting Lender shall have been reduced to zero, any prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, Loans shall be applied to the Revolving Credit Advances Loans of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, Loans outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.192.17, performance by the any Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.192.17. The rights and remedies against a Defaulting Lender under this Section 2.19 2.17 are in addition to other rights and remedies that the BorrowerBorrowers, the Agent Administrative Agents or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advance.default by it in the performance of its obligations under this Agreement ARTICLE III

Defaulting Lenders. (a) Anything contained herein Notwithstanding any provision of this Agreement to the contrary notwithstandingcontrary, (a) to if any Lender becomes a Defaulting Lender, then the extent permitted by applicable law, until such time as the Default Excess with respect to Commitment and Outstanding Amount of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have been reduced taken or may take any action hereunder or under any other Loan Document (including any consent to zeroany amendment, any prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of waiver or other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders modification pursuant to Section 2.04(a) 9.1); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) Section 9.1, require the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances consent of such Defaulting Lender for purposes of determining in accordance with the aggregate amount terms hereof. In the event that the Administrative Agent and the Borrower each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date such Lender shall purchase at par such of the total Commitments available Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Pro Rata Share; provided that no adjustments will be drawn made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower. No Commitment of any Lender shall be increased or otherwise affected, andBorrower while such Xxxxxx was a Defaulting Lender; provided further that, except as otherwise expressly provided in this Section 2.19, performance agreed by the Borrower or any Lender of its obligations affected parties, no change hereunder shall not be excused or otherwise modified as a result of any failure by from a Defaulting Lender to fund a Non-Defaulting Lender will constitute a waiver or the operation release of this Section 2.19. The rights and remedies against any claim of any party hereunder arising from such Xxxxxx’s having been a Defaulting Lender under this Lender. Section 2.19 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advance.2.21

Defaulting Lenders. (a) Anything contained Notwithstanding anything set forth herein to the contrary notwithstandingcontrary, (a) to the extent permitted by applicable law, until such time as the Default Excess 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 Advances and Commitments, included in the determination of “Required Lenders” or “Lenders directly affected” pursuant to this Section 12.5) for any voting or consent rights under or with respect to any Loan Document, except that a Defaulting Lender shall be treated as an “affected Lender” solely with respect to an increase in or extension of such Defaulting Lender’s Commitments, a reduction of the principal amount owed to such Defaulting Lender shall have been reduced to zeroor, any prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if unless such Defaulting Lender had no Revolving Credit Advancesis treated the same as the other Lenders holding Advances of the same type, outstanding; (b) a reduction in the interest rates applicable to the Advances held by such Defaulting Lender’s unused Commitment , and any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Moreover, for the purposes of determining Required Lenders, the Advances and Commitments held by Defaulting Lenders shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of from the total Advances and Revolving Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advanceoutstanding.

Defaulting Lenders. (a) Anything contained herein Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrower to Agent for the Defaulting Lender's benefit; nor shall a Defaulting Lender be entitled to the contrary notwithstandingsharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by Agent. Agent may hold and, (a) in its discretion, re-lend to Borrower the amount of all such payments received or retained by it for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the extent permitted by applicable lawLoan Documents and determining Pro Rata Shares, until Pro Rata Revolving/Term Shares and Pro Rata Bridge Shares, such time as the Default Excess Defaulting Lender shall be deemed not to be a "Bridge Lender", "Lender" or "Revolving/Term Lender" and such Lender's Commitment, Bridge Commitment and Revolving/Term Commitment shall be deemed to be zero (-0-). This section shall remain effective with respect to such Defaulting Lender until the Obligations under this Agreement shall have been reduced declared or shall have become immediately due and payable. The operation of this section shall not be construed to zero, any prepayment of increase or otherwise affect the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased Lender, or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, relieve or excuse the performance by the Borrower or any Lender of its duties and obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted Advancehereunder.

Defaulting Lenders. (a) Anything contained herein Notwithstanding any provision of this Agreement to the contrary notwithstandingcontrary, (a) to if any Lender becomes a Defaulting Lender, then, for so long as such Lender is a Defaulting Lender, the extent permitted by applicable law, until such time as Commitment and the Default Excess with respect to Loan of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have been reduced taken or may take any action hereunder or under any other Loan Document (including any consent to zeroany amendment, any prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of waiver or other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such Defaulting Lender’s unused Commitment shall be excluded for purposes of calculating the unused commitment fee payable to Lenders modification pursuant to Section 2.04(a) 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) Section 9.02, require the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances consent of such Defaulting Lender for purposes of determining in accordance with the aggregate amount of terms hereof. In the total Commitments available to be drawn by event that the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by Administrative Agent and the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to fund be a Defaulting Lender, then on such date such Lender will cease to be a Defaulting Lender; provided that all amendments, waivers or modifications effected without its consent in accordance with the operation provisions of Section 9.02 and this Section 2.19. The rights during such period shall be binding on it; and remedies against provided 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 any claim of any party hereunder arising from such Lender having been a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted AdvanceLender.

Defaulting Lenders. (a) Anything contained Notwithstanding anything set forth herein to the contrary notwithstandingcontrary, (a) to the extent permitted by applicable law, until such time as the Default Excess 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 included in the determination of “Required Lenders” or “Lenders directly affected” pursuant to this Section 12.5) for any voting or consent rights under or with respect to any Loan Document, except that a Defaulting Lender shall be treated as an Affected Lender solely with respect to a reduction of the principal amount owed to such Defaulting Lender shall have been reduced to zeroor, any prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Advances of other Lenders as if unless such Defaulting Lender had no Revolving Credit Advancesis treated the same as the other Lenders holding Advances of the same type, outstanding; (b) a reduction in the interest rates applicable to the Advances held by such Defaulting Lender’s unused Commitment , and any waiver, amendment or modification requiring the consent of all Lenders or each Affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other Affected Lender shall require the consent of such Defaulting Lender. Moreover, for the purposes of determining Required Lenders, the Advances held by Defaulting Lenders shall be excluded for purposes of calculating the unused commitment fee payable to Lenders pursuant to Section 2.04(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of from the total Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a Defaulting Lender to fund or the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may have against such Defaulting Lender with respect to any Defaulted AdvanceAdvances outstanding.