Common use of Defaulting Lenders Clause in Contracts

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lenderon or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Defaulting Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s right to vote on matters which are subject Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the consent or approval of Agent in immediately available funds on the Required LendersFunding Date. Furthermore, each affected Lender or all Lenders shall be immediately suspended until the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrower on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the Borrower, on the Business Day following such principalFunding Date such Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender’s applicable Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any applicable Loan on any Funding Date shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make an applicable Loan on that Funding Date. No Lender shall be responsible for any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting other Lender’s right failure to vote on matters which are subject to the consent or approval advance such other Lender’s Pro Rata Share of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lenderon or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Defaulting Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s right to vote on matters which are subject Pro Rata Share of a Borrowing, the Agent may assume that each Lender has made such amount available to the consent or approval of Agent in immediately available funds on the Required LendersFunding Date. Furthermore, each affected Lender or all Lenders shall be immediately suspended until the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrower on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds and the Agent has transferred corresponding amount to the Borrower on the Business Day following such principalFunding Date that Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender’s Revolving Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make a Revolving Loan on that Funding Date. No Lender shall be responsible for any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting other Lender’s right failure to vote on matters which are subject to the consent or approval advance such other Lenders’ Pro Rata Share of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject or prior to the consent or approval Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Required LendersAgent that Lender's Pro Rata Share of a Borrowing, the Agent may assume that each affected Lender or all Lenders shall be has made such amount available to the Agent in immediately suspended until available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrower on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds and the Agent has transferred corresponding amount to the Borrower on the Business Day following such principalFunding Date that Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender's full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender's Revolving Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make a Revolving Loan on that Funding Date. No Lender shall be responsible for any instruction other Lender's failure to advance such other Lenders' Pro Rata Share of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected such Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1412.15. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section Section 12.15 shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersas provided above.

Defaulting Lenders. At Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the applicable Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the applicable Borrowers, on the Business Day following such Funding Date such Lender shall make such amount available to the Agent, together with interest for that day (i) in the case of amounts denominated in Dollars, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation, (ii) in the case of amounts denominated in Canadian Dollars, at the greater of the interest rate charged by the Bank of Canada for one-day loans and a rate determined by the Agent in accordance with banking industry rules on interbank compensation and (iii) in the case of amounts denominated in an Alternative Currency, a rate determined by the Agent in accordance with banking industry rules on interbank compensation. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrowers’ Agent of such failure to fund and, upon demand by the Agent, the applicable Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time as a to the applicable Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Pro Rata Share of any Borrowing. Notwithstanding anything contained in this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.:

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lenderon or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Defaulting Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s right to vote on matters which are subject Pro Rata Share of a Borrowing, the Agent may assume that each Lender has made such amount available to the consent or approval of Agent in immediately available funds on the Required LendersFunding Date. Furthermore, each affected Lender or all Lenders shall be immediately suspended until the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrower on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds and the Agent has transferred corresponding amount to the Borrower on the Business Day following such principalFunding Date that Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Effective Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender’s Revolving Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make a Revolving Loan on that Funding Date. No Lender shall be responsible for any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting other Lender’s right failure to vote on matters which are subject to the consent or approval advance such other Lenders’ Pro Rata Share of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1411.15. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting LenderNotwithstanding anything to the contrary contained herein, such Defaulting Lender’s right to vote on matters which are the provisions of this Section shall be subject to the consent express provisions of this Agreement that require, or approval of the Required permit, differing payments to be made to Lenders that are not Defaulting Lenders, each affected as opposed to Defaulting Lenders. If any Lender or shall fail to make any payment required to be made by it pursuant to this Section, then the Revolver Agent may, in its discretion (notwithstanding any contrary provision of this Agreement), apply any amounts thereafter received by the Revolver Agent for the account of such Lender to satisfy such Lender’s obligations to the Revolver Agent under such Sections until all Lenders such unsatisfied obligations are fully paid. In addition to the foregoing, any Lender that fails at any time to comply with the provisions of this Section 8.04 shall be immediately suspended deemed a Defaulting Lender until such time as the Lender it performs its obligations hereunder and is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If otherwise a Defaulting Lender has failed to fund its pro rata share of for any Advance and until such time as such other reason. A Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right deemed to have assigned any and all payments due to it from the Borrowers, whether on account of paymentor relating to outstanding Revolving Loans, as provided in the following sentenceCanadian Loans, Letters of Credit or interest, fees or otherwise related to a Revolving Loan, Canadian Loan or Letter of Credit, to the prior payment in full of all principal remaining Non-Defaulting Lenders for application to, and reduction of, interest on and fees relating their respective Equalization Percentage of the Aggregate Revolving/Canadian Facility Exposure. Each Defaulting Lender hereby authorizes the Revolver Agent to distribute such payments to the Loans funded by the other Non-Defaulting Lenders in connection with any proportion to their respective Equalization Percentages of the Aggregate Revolving/Canadian Facility Exposure to which such Advance in which the Lenders are entitled. A Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by deemed to have satisfied the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation provisions of this Section 10.14. This provision governs only the relationship among the Administrative Agent8.04 when and if, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation as a result of application of the Borrower assigned payments to repay all Loans Equalization Percentages of the Aggregate Revolving/Canadian Facility Exposure to the Non-Defaulting Lenders, the Lenders’ respective Equalization Percentage of the Aggregate Revolving/Canadian Facility Exposure have returned to those in accordance with the terms effect immediately prior to such violation of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all LendersSection 8.04.

Defaulting Lenders. At No Defaulting Lender shall be entitled to receive any Commitment Fee pursuant to Section 2.08(a) for any period during which it is a Defaulting Lender (and the Borrowers shall not be required to pay any such time as a Commitment Fee that would otherwise have been required to have been paid to such Defaulting Lender). No Defaulting Lender becomes shall be entitled to receive any Letter of Credit Fee pursuant to Section 2.03(i) for any period during which it is a Defaulting Lender, (i) if such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such become a Defaulting Lender pursuant to clause (a) or (c) of the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the definition of “Defaulting Lender” or (ii) until all Senior Loans in respect of any Letter of Credit with respect to which the Borrowers have provided Risk Participation Cash Collateral pursuant to Section 2.03(a)(ii)(G) (and in the case of clauses (i) and (ii), the Borrowers shall not be required to pay any such Letter of Credit Fee that would otherwise have been required to be paid to such Defaulting Lender), except that, (A) in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent case of a portion Fronted Letter of the Senior Loans had been repaid with amounts that otherwise would have been distributed to Credit, if such Defaulting Lender has become a Defaulting Lender but pursuant to clause (a) or (c) of the definition of “Defaulting Lender” and the Borrowers have not provided Risk Participation Cash Collateral pursuant to Section 2.03(a)(ii)(G) with respect to such Letter of Credit, then the Borrowers shall instead pay such Letter of Credit Fee to the Fronting L/C Issuer, and (B) in the case of a Several Letter of Credit, and whether or not the Borrowers have provided Risk Participation Cash Collateral pursuant to Section 2.03(a)(ii)(G) with respect to such Letter of Credit, (x) if Bank of America is the Limited Fronting Lender for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each such Defaulting Lender with respect to such Letter of Credit, the Borrowers shall be required to pay to Bank of America a fee equal to 0.25% per annum on the actual daily maximum amount available to be drawn under such Several Letter of Credit and (y) if another Lender is the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of Limited Fronting Lender for such Defaulting Lender’s right Lender with respect to vote on matters which are subject such Several Letter of Credit, the Borrowers shall pay to such Limited Fronting Lender such fee as the consent or approval of the Required Lenders or all LendersBorrowers may have agreed to pay in such circumstance.

Defaulting Lenders. At such time as a Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a an Insolvency Defaulting Lender, then during any Default Period with respect to such Insolvency Defaulting Lender, such Insolvency Defaulting Lender shall be deemed not to be a “Lender’s right ” for purposes of any amendment, waiver or consent with respect to vote on matters which are subject to any provision of the consent or Credit Documents that requires the approval of the Required Requisite Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a . During any Default Period with respect to an Insolvency Defaulting Lender, except any amounts that the amount of the Commitment of the would otherwise be payable to such Insolvency Defaulting Lender may not be changed under the Credit Documents (including, without its consent. If a Defaulting Lender has failed to fund its pro rata share limitation, voluntary and mandatory prepayments and fees) may, in lieu of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing being distributed to such Insolvency Defaulting Lender hereunder shall Lender, at the written direction of Borrower to Administrative Agent, be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded retained by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to collateralize indemnification and reimbursement obligations of such Insolvency Defaulting Lender in an amount reasonably determined by Administrative Agent. Performance by Borrower of its obligations hereunder and the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will Credit Documents shall not be made in connection with future payments by the Borrower to the extent excused or otherwise modified as a portion result of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a any Lender becoming an Insolvency Defaulting Lender but for or the operation of this Section 10.142.19. This provision governs only the relationship among the Administrative Agent, each The rights and remedies against an Insolvency Defaulting Lender under this Section 2.19 are in addition to other rights and remedies which Borrower may have against such Insolvency Defaulting Lender as a result of it becoming an Insolvency Defaulting Lender and the other Lenders; nothing hereunder which Administrative Agent or any Lender may have against such Insolvency Defaulting Lender with respect thereto. Administrative Agent shall limit the obligation of the Borrower not be required to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement ascertain or inquire as to the contrary, (ii) existence of any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Insolvency Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lenderon or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Defaulting Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s right to vote on matters which are subject Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the consent or approval of Agent in immediately available funds on the Required LendersFunding Date. Furthermore, each affected Lender or all Lenders shall be immediately suspended until the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrower on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the Borrower, on the Business Day following such principalFunding Date such Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Effective Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender’s applicable Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any applicable Loan on any Funding Date shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make an applicable Loan on that Funding Date. No Lender shall be responsible for any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting other Lender’s right failure to vote on matters which are subject to the consent or approval advance such other Lender’s Pro Rata Share of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject or prior to the consent or approval Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Required LendersAgent that Xxxxxx’s Pro Rata Share of a Borrowing, the Agent may assume that each affected such Lender or all Lenders shall be has made such amount available to the Agent in immediately suspended until available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrower on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the Borrower, on the Business Day following such principalFunding Date such Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender’s applicable Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any applicable Loan on any Funding Date shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make an applicable Loan on that Funding Date. No Lender shall be responsible for any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting other Lender’s right failure to vote on matters which are subject to the consent or approval advance such other Lender’s Pro Rata Share of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders Lenders, shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1411.15. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower Borrower, the Parent Entities or the Guarantor Guarantors and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in fullfull provided, however, in no event will any such distribution to the other Lenders give rise to any liability of the Borrower to the Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lenderon or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Defaulting Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s right to vote on matters which are subject Pro Rata Share of a Borrowing, the Agent may assume that each Lender has made such amount available to the consent or approval of Agent in immediately available funds on the Required LendersFunding Date. Furthermore, each affected Lender or all Lenders shall be immediately suspended until the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrowers on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds and the Agent has transferred corresponding amount to the Borrowers on the Business Day following such principalFunding Date, that Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender’s Revolving Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrowers of such failure to fund and, upon demand by the Agent, the Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any Revolving Loan on any Funding Date shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make a Revolving Loan on that Funding Date. No Lender shall be responsible for any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting other Lender’s right failure to vote on matters which are subject to the consent or approval advance such other Lenders’ Pro Rata Share of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject or prior to the consent or approval Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Required LendersAgent that Lender's Pro Rata Share of a Borrowing, the Agent may assume that each affected Lender or all Lenders shall be has made such amount available to the Agent in immediately suspended until available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Loan Parties on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds and the Agent has transferred corresponding amount to the Loan Parties on the Business Day following such principalFunding Date that Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender's full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender's Revolving Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Loan Parties of such failure to fund and, upon demand by the Agent, the Loan Parties shall pay such amount to the Agent for the Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make a Revolving Loan on that Funding Date. No Lender shall be responsible for any instruction other Lender's failure to advance such other Lenders' Pro Rata Share of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall hereundershall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by distributedby the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.. SETOFF;

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject or prior to the consent or approval Closing Date or, with respect to any borrowing after the Closing Date, at least one (1) Business Day prior to the date of such borrowing, that such Lender will not make available as and when required hereunder to the Required LendersAgent such Lender's Revolving Commitment Percentage of such borrowing, the Agent may assume that each affected Lender or all Lenders shall be has made such amount available to the Agent in immediately suspended until available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrowers on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Revolving Commitment Percentage of any borrowing to the Agent in immediately available funds and if the Agent has transferred a corresponding amount to the Borrowers on the Business Day following such principalFunding Date the applicable Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender's full Revolving Commitment Percentage of any requested borrowing is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute such Lender's Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If any such amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrowers of such failure to fund and, upon demand by the Agent, the Borrowers shall pay such amount to the Agent for the Agent's account, together with interest thereon for each day elapsed since the date of such borrowing, at a rate per annum equal to the Adjusted Eurodollar Rate or the Adjusted Base Rate, as applicable at the time to the Loans comprising that particular borrowing. The provisions failure of this section any Lender to make any Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make a Loan on such Funding Date. No Lender shall be responsible for any instruction other Lender's failure to advance such other Lenders' Revolving Commitment Percentage of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersany borrowing.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that that, without the consent of such Lender, (i) the amount of the Commitment of the Defaulting Lender may not be changed without its consentincreased, (ii) the Facility Termination Date and the time of payment of any principal or interest due to such Defaulting Lender may not be extended (except as provided in Section 2.1), and (iii) no portion of the principal amount of any Loan due to such Defaulting Lender or accrued interest thereon may be forgiven. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this the Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this the Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “Senior Loans” "SENIOR LOANS" for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14SECTION 11.15. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject or prior to the consent or approval Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Required LendersAgent that Lender's Pro Rata Share of a Borrowing, the Agent may assume that each affected Lender or all Lenders shall be has made such amount available to the Agent in immediately suspended until available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrowers on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds and the Agent has transferred corresponding amount to the Borrowers on the Business Day following such principalFunding Date that Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Rate, for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender's full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender's Revolving Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrowers of such failure to fund and, upon demand by the Agent, the Borrowers shall pay such amount to the Agent for the Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make a Revolving Loan on that Funding Date. No Lender shall be responsible for any instruction other Lender's failure to advance such other Lenders' Pro Rata Share of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such Notwithstanding anything to the contrary contained in this Section 2.2, the Swingline Lender shall not be obligated to make any Swingline Loans at a time as a when any other Revolving Credit Lender becomes is a Defaulting Lender, unless the Swingline Lender has entered into arrangements satisfactory to it to eliminate the Swingline Lender’s risk with respect to any such Defaulting Lender’s right funding obligations hereunder, including by cash collateralizing such Defaulting Lender’s Revolving Credit Commitment Percentage of the applicable outstanding Swingline Loans. On demand by the Swingline Lender or the Administrative Agent from time to vote time, the Borrowers shall cash collateralize each Defaulting Lender’s Revolving Credit Commitment Percentage of the outstanding Swingline Loans on matters which are terms reasonably satisfactory to the Administrative Agent and the Swingline Lender. Any such cash collateral shall be deposited in a separate account with the Administrative Agent, subject to the consent or approval exclusive dominion and control of the Required LendersAdministrative Agent, as collateral (solely for the benefit of the Swingline Lender) for the payment and performance of each affected Lender or all Lenders Defaulting Lender’s Revolving Credit Commitment Percentage of outstanding Swingline Loans. Moneys in such account shall be applied by the Administrative Agent to reimburse the Swingline Lender immediately suspended until such time as the Lender is no longer a for each Defaulting Lender, except that the amount of the ’s Revolving Credit Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Swingline Loans funded which have not otherwise been refunded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower Borrowers or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders2.2.

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lenderon or prior to the Amendment Date or, with respect to any Borrowing after the Amendment Date, at least one Business Day prior to the date of such Defaulting Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s right to vote on matters which are subject Pro Rata Share of a Borrowing, the Agent may assume that each Lender has made such amount available to the consent or approval of Agent in immediately available funds on the Required LendersFunding Date. Furthermore, each affected Lender or all Lenders shall be immediately suspended until the Agent may, in reliance upon such time as the Lender is no longer assumption, make available to any Borrower on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds and the Agent has transferred corresponding amount to any Borrower on the Business Day following such principalFunding Date that Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender’s Revolving Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify LS&Co of such failure to fund and, upon demand by the Agent, the Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make a Revolving Loan on that Funding Date. No Lender shall be responsible for any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting other Lender’s right failure to vote on matters which are subject to the consent or approval advance such other Lenders’ Pro Rata Share of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the such Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Pro Rata Share of any Advance or any amount owing by it under Section 2.19 hereof with respect to Facility Letters of Credit and until such time as such Defaulting Lender subsequently funds its pro rata share Pro Rata Shares of such AdvanceAdvance or such other amount, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans and Letters of Credit funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share Pro Rata Share (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full full, equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1411.13. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans and other Obligations in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Parent Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in fullfull provided, however, in no event will any such distribution to the other Lenders give rise to any liability of the Borrower to the Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject or prior to the consent or approval Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Required LendersAgent that Xxxxxx’s Pro Rata Share of a Borrowing, the Agent may assume that each affected such Lender or all Lenders shall be has made such amount available to the Agent in immediately suspended until available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrower on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the Borrower, on the Business Day following such principalFunding Date such Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Effective Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender’s applicable Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any applicable Loan on any Funding Date shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make an applicable Loan on that Funding Date. No Lender shall be responsible for any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting other Lender’s right failure to vote on matters which are subject to the consent or approval advance such other Lender’s Pro Rata Share of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lenderon or prior to the Initial Funding Date or, with respect to any Borrowing after the Initial Funding Date, at least one Business Day prior to the date of such Defaulting Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s right to vote on matters which are subject Pro Rata Share of a Borrowing, the Agent may assume that each Lender has made such amount available to the consent or approval of Agent in immediately available funds on the Required LendersFunding Date. Furthermore, each affected Lender or all Lenders shall be immediately suspended until the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrower on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds and the Agent has transferred corresponding amount to the applicable Borrower on the Business Day following such principalFunding Date that Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender’s Revolving Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrowers of such failure to fund and, upon demand by the Agent, the Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make a Revolving Loan on that Funding Date. No Lender shall be responsible for any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting other Lender’s right failure to vote on matters which are subject to the consent or approval advance such other Lenders’ Pro Rata Share of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At (i) If any Lender does not comply with its obligations under Section 5.02(b) above (any such time as Lender, a Lender becomes a “Defaulting Lender”), such the other Lenders (including GMACCM), or any of them, may, in their sole discretion, elect to deliver to Disbursement Agent on the Requested Advance Date all or any portion of the Defaulting Lender’s right to vote on matters which are subject to the consent or approval ratable portion of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of applicable Advance not made available by the Defaulting Lender may (such portion not be changed without its consent. If made available, a “Deficiency”), in which event Defaulting Lender agrees to repay upon demand to each of the Lenders who has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent advanced a portion of the Senior Loans had been repaid Deficiency the amount advanced on behalf of the Defaulting Lender, together with amounts interest thereon at the Default Rate. If more than one Lender elects to advance a portion of the Deficiency, such Lenders’ advances shall be made based on the relative ratable shares of each advancing Lender or as otherwise agreed to by such Lenders. Each of the Lenders agrees that otherwise would any of the other Lenders and Borrower shall have been distributed the right to a proceed directly against any Defaulting Lender but for the operation in respect of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments right or (iii) the suspension claim arising out of such Defaulting Lender’s Deficiency, provided that Borrower shall not have such right if one or more of the other Lenders advances the entire Deficiency as described above. In the event the Defaulting Lender fails to vote advance or repay the Deficiency (with interest at the Default Rate, if applicable), on matters which are subject or prior to the consent or approval date of the Required next succeeding Advance, the entire interest of said Defaulting Lender in the Loans shall be subordinate to the interests of the other Lenders and all payments otherwise payable to the Defaulting Lender shall be used to advance or repay the Deficiency, as applicable, until such time such Defaulting Lender advances or repays all LendersDeficiencies (including interest at the Default Rate, if applicable).

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor Guarantors and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in fullfull provided, however, in no event will any such distribution to the other Lenders give rise to any liability of the Borrower to the Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject or prior to the consent or approval Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Required LendersAgent such Lender's Pro Rata Share of such Borrowing, the Agent may assume that each affected Lender or all Lenders shall be has made such amount available to the Agent in immediately suspended until available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrowers on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds and if the Agent has transferred a corresponding amount to the Borrowers on the Business Day following such principalFunding Date the applicable Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender's full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute such Lender's Revolving Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If any such amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrowers of such failure to fund and, upon demand by the Agent, the Borrowers shall pay such amount to the Agent for the Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make a Revolving Loan on such Funding Date. No Lender shall be responsible for any instruction other Lender's failure to advance such other Lenders' Pro Rata Share of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14SECTION 11.15. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Unless Administrative Agent shall have received notice from any Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject prior to the consent date such Lender is required to make any payment hereunder with respect to any Loan or approval any participation in any Letter of Credit that such Lender will not make such payment (or any portion thereof) available to Administrative Agent, Administrative Agent may assume that such Lender has made such payment available to Administrative Agent on the date such payment is required to be made in accordance with this Article 2 and Administrative Agent shall, in reliance upon such assumption, make available to Borrowers on such date a corresponding amount. Borrowers agree to repay to Administrative Agent on demand such amount (until repaid by such Lender) with interest thereon for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Administrative Agent, at the interest rate applicable to the Obligation that would have been created when Administrative Agent made available such amount to Borrowers had such Lender made a corresponding payment available; provided, however, that such payment shall not relieve such Lender of any obligation it may have to Borrowers or any L/C Issuer. In addition, any Defaulting Lender agrees to pay such amount to Administrative Agent on demand together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter (i) in the case of a payment in respect of a Loan, at the interest rate applicable at the time to such Loan and (ii) otherwise, at the interest rate applicable to Base Rate Loans under the Revolving Credit Facility. Such repayment shall then constitute the funding of the Required Lenderscorresponding Loan (including any Loan deemed to have been made hereunder with such payment) or participation. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, each affected Lender or all Lenders the Administrative Agent shall be immediately suspended until such time as promptly remit to the Lender is no longer a Defaulting Lender, except that Borrowers the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to Borrowers for such period. The existence of any Defaulting Lender pursuant to the terms hereof shall not relieve any other Lender of its obligations under any Loan Document, but no other Lender shall be distributed by responsible for the failure of any Defaulting Lender to make any payment required under any Loan Document. Nothing herein shall be deemed to limit the rights of the Administrative Agent to or the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Borrowers against any Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as To the extent that a Lender becomes a Defaulting Lender, such Defaulting Lender’s right fails to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of make any Advance when required hereunder and until such time as such Defaulting Lender subsequently funds its pro rata share one or more of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 ("Performing Lenders") makes such Advance in which the such amounts as they may agree upon (although none of Lenders or Agent shall have any obligation to make any such Advance), then, without otherwise limiting any rights and remedies in such situation, Defaulting Lender has not funded its pro rata share shall pay to Lenders which performed Defaulting Lender's obligations (x) interest on such principal, interest and fees being referred amount at a rate equal to as “Senior Loans” such Performing Lender's cost of funds for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due related Loan which Performing Lenders made to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension a result of such Defaulting Lender’s right 's failure to vote 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 be calculated by amortizing such fees on matters which are subject a straight-line basis (over the then scheduled term of the Loan) and allocating to Performing Lenders, with respect to the consent or approval period they performed on behalf of the Required Defaulting Lender, the fees allocable to the amount so advanced by Performing Lenders or all Lenderson 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 such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected such Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the “Defaulting Lender” shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1412.16. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section Section 12.16 shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersas provided above.

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject or prior to the consent or approval Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Required LendersAgent that Lender's Pro Rata Share of a Borrowing, the Agent may assume that each affected Lender or all Lenders shall be has made such amount available to the Agent in immediately suspended until available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrowers on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds and the Agent has transferred corresponding amount to the Borrowers, on the Business Day following such principalFunding Date that Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender's full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender's Revolving Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Representative of such failure to fund and, upon demand by the Agent, the Borrowers shall pay such amount to the Agent for the Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make a Revolving Loan on that Funding Date. No Lender shall be responsible for any instruction other Lender's failure to advance such other Lenders' Pro Rata Share of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At Unless the Administrative Agent receives notice from an US Lender on or prior to the Closing Date or, with respect to any US Borrowing after the Closing Date, at least one US Business Day prior to the date of such time US Borrowing, that such US Lender will not make available as a Lender becomes a Defaulting Lender, such Defaulting and when required hereunder to the Administrative Agent that US Lender’s right to vote on matters which are subject Pro Rata Share of a US Borrowing, the Administrative Agent may assume that each US Lender has made such amount available to the consent or approval of Administrative Agent in immediately available funds on the Required LendersFunding Date. Furthermore, each affected Lender or all Lenders shall be immediately suspended until the Administrative Agent may, in reliance upon such time as assumption, make available to the Lender is no longer US Borrowers on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting US Lender has not funded transferred its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes full Pro Rata Share of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied a US Borrowing to the Obligations owing to such Defaulting Lender pursuant Administrative Agent in immediately available funds and the Administrative Agent has transferred a corresponding amount to the terms hereof US Borrowers on the US Business Day following such Funding Date that US Lender shall be distributed make such amount available to the Administrative Agent, together with interest at the Federal Funds Rate for that day. A notice by the Administrative Agent submitted to any US Lender with respect to amounts owing shall be conclusive, absent manifest error. If each US Lender’s full Pro Rata Share of a US Borrowing is transferred to the other Lenders in accordance with their respective pro rata shares (recalculated for Administrative Agent as required, the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower amount transferred to the extent a portion of the Senior Loans had been repaid with amounts Administrative Agent shall constitute that otherwise would have been distributed to a Defaulting Lender but US Lender’s US Revolving Loan for the operation all purposes of this Section 10.14Agreement. This provision governs only If that amount is not transferred to the relationship among Administrative Agent on the US Business Day following the Funding Date, the Administrative Agent will notify the US Borrower Representative of such failure to fund and, upon demand by the Administrative Agent, the US Borrowers shall pay such amount to the Administrative Agent for the Administrative Agent’s account, together with interest thereon for each Defaulting Lender and day elapsed since the other Lenders; nothing hereunder shall limit date of such US Borrowing, at a rate per annum equal to the obligation of Interest Rate applicable at the Borrower time to repay all the US Revolving Loans in accordance with the terms of this Agreementcomprising that particular US Borrowing. The provisions failure of this section any US Lender to make any US Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision US Lender of this Agreement its obligation hereunder to the contrary, (ii) make a US Revolving Loan on that Funding Date. No US Lender shall be responsible for any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting other US Lender’s right failure to vote on matters which are subject to the consent or approval advance such other US Lenders’ Pro Rata Share of the Required Lenders or all Lendersany US Borrowing.

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lenderon or prior to the Initial Funding Date or, with respect to any Borrowing after the Initial Funding Date, at least one Business Day prior to the date of such Defaulting Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s right to vote on matters which are subject Pro Rata Share of a Borrowing, the Agent may assume that each Lender has made such amount available to the consent or approval of Agent in immediately available funds on the Required LendersFunding Date. Furthermore, each affected Lender or all Lenders shall be immediately suspended until the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrower on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds and the Agent has transferred corresponding amount to the applicable Borrower on the Business Day following such principalFunding Date that Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender’s Revolving Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrowers of such failure to fund and, upon demand by the Agent, the Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any Revolving Loan on any Funding Date or any Delayed Draw Term Loan on any Delayed Draw Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrarymake a Revolving Loan or Delayed Draw Term Loan on that Funding Date or Delayed Draw Date, (ii) as applicable. No Lender shall be responsible for any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting other Lender’s right failure to vote on matters which are subject to the consent or approval advance such other Lenders’ Pro Rata Share of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as a Lender becomes a Defaulting ------------------ Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Majority Lenders, each affected Lender Required Lenders or all Lenders Lenders, shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender and, during the period of such suspension, the calculation of Majority Lenders and Required Lenders shall be made without reference to such Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent's Percentage. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts ------------ paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender and the remainder of the Advances due to such "Defaulting Lender" shall no longer be subordinated but shall be payable on the same basis as payments to the other Lenders. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1412.15. This provision governs only the relationship among the ------------- Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.this

Defaulting Lenders. At such time as a Unless Administrative Agent shall have received notice from any Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject prior to the consent date such Lender is required to make any payment hereunder with respect to any Loan that such Lender will not make such payment (or approval any portion thereof) available to Administrative Agent, Administrative Agent may assume that such Lender has made such payment available to Administrative Agent on the date such payment is required to be made in accordance with this Article 2 and Administrative Agent shall, in reliance upon such assumption, make available to Borrowers on such date a corresponding amount. Borrowers agree to repay to Administrative Agent on demand such amount (until repaid by such Lender) with interest thereon for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Administrative Agent, at the interest rate applicable to the Obligation that would have been created when Administrative Agent made available such amount to Borrowers had such Lender made a corresponding payment available; provided, however, that such payment shall not relieve such Lender of any obligation it may have to Borrowers. In addition, any Defaulting Lender agrees to pay such amount to Administrative Agent on demand together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter (i) in the case of a payment in respect of a Loan, at the interest rate applicable at the time to such Loan and (ii) otherwise, at the interest rate applicable to Base Rate Loans under the Revolving Credit Facility. Such repayment shall then constitute the funding of the Required Lenderscorresponding Loan (including any Loan deemed to have been made hereunder with such payment) or participation. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, each affected Lender or all Lenders the Administrative Agent shall be immediately suspended until such time as promptly remit to the Lender is no longer a Defaulting Lender, except that Borrowers the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to Borrowers for such period. The existence of any Defaulting Lender pursuant to the terms hereof shall not relieve any other Lender of its obligations under any Loan Document, but no other Lender shall be distributed by responsible for the failure of any Defaulting Lender to make any payment required under any Loan Document. Nothing herein shall be deemed to limit the rights of the Administrative Agent to or the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Borrowers against any Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this the Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this the Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.of

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1411.15. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject or prior to the consent or approval of Closing Date or, with respect to any Borrowing after the Required LendersClosing Date, each affected Lender or all Lenders shall be immediately suspended until such time as at least one (1) Business Day prior to the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share date of such AdvanceBorrowing, all Obligations owing to that such Defaulting Lender hereunder shall be subordinated in right of paymentwill not make available, as provided in the following sentenceand when required hereunder, to the prior payment in full Agent that Lender’s Pro Rata Share of all principal ofa Borrowing, interest on and fees relating the Agent may assume that each Lender has made such amount available to the Loans funded by Agent in immediately available funds on the other Lenders Funding Date. Furthermore, the Agent may, in connection with reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds and the Agent has transferred corresponding amount to the Borrower on the Business Day following such principalFunding Date that Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender’s Revolving Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Agent on or before the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Obligated Parties shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter 66 referred to as a “Defaulting Lender”) shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make a Revolving Loan on that Funding Date. No Lender shall be responsible for any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting other Lender’s right failure to vote on matters which are subject to the consent or approval advance such other Lenders’ Pro Rata Share of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which that are subject to the consent or approval of the Required Lenders, each affected such Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the “Defaulting Lender” shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1412.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section Section 12.14 shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersas provided above.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor Borrowers and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower Borrowers to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower Borrowers to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower Borrowers as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Parent Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in fullfull provided, however, in no event will any such distribution to the other Lenders give rise to any liability of the Borrower to the Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a (i) Unless the Administrative Agent shall have received notice from any Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject prior to the consent or approval date of the Required Lenders, each affected proposed Borrowing that such Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer will not make a Defaulting Lender, except that payment in the amount of the such Lender’s Revolving Loan Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed (or any portion thereof) available to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent on the date of the proposed Borrowing, the Administrative Agent may assume that such Lender has made such payment available to the other Lenders Administrative Agent on the date of the proposed Borrowing and the Administrative Agent may, in accordance with their respective pro rata shares reliance upon such assumption, make available to the Borrower on the date of the proposed Borrowing a corresponding amount. The Borrower agrees to repay to the Administrative Agent on demand such deficient amount (recalculated for the purposes hereof to exclude the Defaulting until repaid by such Lender) until all Senior Loans have been paid in full. After with interest thereon for each day from the Senior Loans have been paid in full equitable adjustments will be date such amount is made in connection with future payments by available to the Borrower until the date such amount is repaid to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each at the interest rate applicable to the Obligations that would have been created when the Administrative Agent made available such amount to the Borrower had such Lender made a corresponding payment available; provided, however, that such payment by the Borrower shall not relieve such Lender of any obligation it may have to the Borrower. In addition, any Lender that shall not have made available to the Administrative Agent any portion of any payment described above shall be deemed a Defaulting Lender and agrees to pay such amount to the other Lenders; nothing hereunder Administrative Agent on demand together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter in the case of a payment in respect of any Revolving Loan, at the interest rate applicable at the time to such Loan and otherwise, at the interest rate applicable to Base Rate Loans (and such default interest payable by such Lender shall limit be distributed to the obligation Borrower by the Administrative Agent). Such repayment shall then constitute the funding of the Borrower corresponding Loan (including any Revolving Loan deemed to repay all Loans in accordance have been made hereunder with such payment) or participation, and promptly paid to the terms of this AgreementBorrower. The provisions existence of this section any Defaulting Lender shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligations under any Loan Document, but no other Lender shall be responsible for the failure of any Defaulting Lender to the contrary, (ii) make any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenderspayment required under any Loan Document.

Defaulting Lenders. . At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor Subsidiary Guarantors and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in fullfull provided, however, in no event will any such distribution to the other Lenders give rise to any liability of the Borrower to the Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1411.11. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a an Event of Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject or prior to the consent or approval Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Required LendersAgent such Lender's Pro Rata Share, based upon its applicable Commitment, of such Borrowing, the Agent may assume that each affected Lender or all Lenders shall be has made such amount available to the Agent in immediately suspended until available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrowers on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting any Lender has failed to fund not transferred its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds full Pro Rata Share, based upon its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentenceapplicable Commitment, to the prior payment Agent in full of all principal of, interest on immediately available funds and fees relating if the Agent has transferred a corresponding amount to the Loans funded Borrowers on the Business Day following such Funding Date, such Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the other Lenders in connection Agent submitted to any Lender with any such Advance in which the Defaulting Lender has not funded respect to amounts owing shall be conclusive, absent manifest error. If each Lender's full Pro Rata Share, based upon its pro rata share (such principalapplicable Commitment, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute such Lender's Loans for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If any such amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrowers of such failure to fund and, upon demand by the Agent, the Borrowers shall pay such amount to the Agent for the Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any Loans on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrarymake Loans on such Funding Date. No Lender shall be responsible for any other Lender's failure to advance such other Lender's Pro Rata Share, (ii) based upon its applicable Commitment, of any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all LendersBorrowing.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower Borrower, the Parent Entities or the Guarantor Guarantors and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in fullfull provided, however, in no event will any such distribution to the other Lenders give rise to any liability of the Borrower to the Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.to

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected such Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14SECTION 12.15. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section SECTION 12.15 shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersas provided above.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Majority Lenders, each affected such Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1412.16. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.the

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lenderon or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Defaulting Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s right to vote on matters which are subject Pro Rata Share of a Borrowing, the Agent may assume that each Lender has made such amount available to the consent or approval of Agent in immediately available funds on the Required LendersFunding Date. Furthermore, each affected Lender or all Lenders shall be immediately suspended until the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrowers on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds and the Agent has transferred corresponding amount to the Borrowers on the Business Day following such principalFunding Date that Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender’s Revolving Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Administrative Borrower of such failure to fund and, upon demand by the Agent, the Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The provisions failure of this section shall apply and be effective regardless of whether a Default occurs and any Lender to make any Revolving Loan which it is continuing, and notwithstanding (i) obligated to make on any Funding Date or to pay any other provision of this Agreement amount which it is obligated to pay hereunder when due (any such Lender, prior to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make a Revolving Loan on that Funding Date or pay any other amount it is obligated to pay hereunder when due. No Lender shall be responsible for any other Lender’s right failure to vote on matters which are subject to the consent or approval advance such other Lenders’ Pro Rata Share of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lenderon or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Defaulting Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s right to vote on matters which are subject Pro Rata Share of a Borrowing, the Agent may assume that each Lender has made such amount available to the consent or approval of Agent in immediately available funds on the Required LendersFunding Date. Furthermore, each affected Lender or all Lenders shall be immediately suspended until the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrower on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share full Pro Rata Share to the Agent in immediately available funds and the Agent has transferred a corresponding amount to the Borrower on the Business Day following such Funding Date that Lender shall make such amount available to the Agent, together with interest (such principal, interest and fees being referred to in the same currency as “Senior Loans” the related Borrowing) at the Prime Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender’s Revolving Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, within one (1) Business Day after demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any Revolving Loan on any Funding Date shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make a Revolving Loan on that Funding Date. No Lender shall be responsible for any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting other Lender’s right failure to vote on matters which are subject to the consent or approval advance such other Lenders’ Pro Rata Share of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the such Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Pro Rata Share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Pro Rata Shares of such AdvanceAdvance or, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Pro Rata Share (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full full, equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1411.13. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans and other Obligations in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that (i) the amount of the Commitment of the Defaulting Lender may not be changed increased and (ii) the Facility Termination Date (as to such Defaulting Lender’s Loans and Commitment only) may not be extended other than as expressly provided under Section 2.22, without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor Guarantors and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in fullfull provided, however, in no event will any such distribution to the other Lenders give rise to any liability of the Borrower to the Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At (a) A Lender who fails to pay the Agent its Proportionate Share of any Revolving Credit Loans duly made available by the Agent on such time as Lender's behalf, or who fails to pay any other amount owing by it to the Agent, is a Lender becomes defaulting lender (a "Defaulting Lender"). The Agent may recover all such amounts owing by a Defaulting Lender, such Defaulting Lender’s right to vote Lender on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of demand. If the Defaulting Lender may does not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share pay such amounts on the Agent's demand, the Agent shall promptly notify the Borrower and the Borrower shall pay such amounts with all accrued interest thereon until the date of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advancepayment within five Business Days or, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentencecase of a Revolving Credit Loan deemed to be made on account of a drawing under a Letter of Credit, to the prior payment in full of all principal ofwithin thirty days. In addition, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share and the Borrower shall pay (without duplication) the Agent interest on such principal, interest and fees being referred to as “Senior Loans” amount for each day from the purposes of this section). All amounts paid date it was made available by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent date it is recovered by the Agent at a rate per annum equal to (x) the overnight Federal Funds Rate, if paid by the Defaulting Lender, or (y) the then applicable rate of interest calculated under Section 4.1, if paid by the Borrower; plus, in each case, the expenses and losses, if any, incurred as a result of the Defaulting Lender's failure to perform its obligations. The Borrower shall reimburse a Defaulting Lender for all interest paid by such Defaulting Lender to the Agent under the preceding sentence which the Borrower has not paid to the Agent under the preceding sentence so long as the Borrower has paid all Obligations to the Agent and the other Lenders then due and payable and no Event of Default has occurred and is continuing. The Borrower may, by notice (a "Replacement Notice") in writing to the Agent and such Defaulting Lender, (A) request the Defaulting Lender to cooperate with the Borrower in obtaining a Replacement Lender; (B) request the non-Defaulting Lenders to acquire and assume all or a portion of the Senior Defaulting Lender's Loans had been repaid with amounts that otherwise would have been distributed and Revolving Credit Commitments, but none of such Lenders shall be obligated to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lendersdo so; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.C)

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected such Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all -72- Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1412.16. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section Section 12.16 shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersas provided above.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender Lenders or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders11.3.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1411.15. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.each

Defaulting Lenders. At such time as a (i) Unless the Administrative Agent shall have received notice from any Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject prior to the consent or approval date of the Required Lenders, each affected proposed Borrowing that such Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer will not make a Defaulting Lender, except that payment in the amount of the such Lender’s Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed (or any portion thereof) available to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent on the date of the proposed Borrowing, the Administrative Agent may assume that such Lender has made such payment available to the other Lenders Administrative Agent on the date of the proposed Borrowing and the Administrative Agent may, in accordance with their respective pro rata shares reliance upon such assumption, make available to the Borrower on the date of the proposed Borrowing a CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM CORP. OF CERTAIN PROVISIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. corresponding amount. The Borrower agrees to repay to the Administrative Agent on demand such deficient amount (recalculated for the purposes hereof to exclude the Defaulting until repaid by such Lender) until all Senior Loans have been paid in full. After with interest thereon for each day from the Senior Loans have been paid in full equitable adjustments will be date such amount is made in connection with future payments by available to the Borrower until the date such amount is repaid to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each at the interest rate applicable to the Obligations that would have been created when the Administrative Agent made available such amount to the Borrower had such Lender made a corresponding payment available; provided, however, that such payment by the Borrower shall not relieve such Lender of any obligation it may have to the Borrower. In addition, any Lender that shall not have made available to the Administrative Agent any portion of any payment described above shall be deemed a Defaulting Lender and agrees to pay such amount to the other Lenders; nothing hereunder Administrative Agent on demand together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter in the case of a payment in respect of any Loan, at the interest rate applicable at the time to such Loan and otherwise, at the interest rate applicable to Base Rate Loans (and such default interest payable by such Lender shall limit be distributed to the obligation Borrower by the Administrative Agent). Such repayment shall then constitute the funding of the Borrower corresponding Loan (including any Loan deemed to repay all Loans in accordance have been made hereunder with such payment) or participation, and promptly paid to the terms of this AgreementBorrower. The provisions existence of this section any Defaulting Lender shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligations under any Loan Document, but no other Lender shall be responsible for the failure of any Defaulting Lender to the contrary, (ii) make any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenderspayment required under any Loan Document.

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject or prior to the consent or approval Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Required LendersAgent that Lender's Pro Rata Share of a Borrowing, the Agent may assume that each affected Lender or all Lenders shall be has made such amount available to the Agent in immediately suspended until available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrowers on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds and the Agent has transferred corresponding amount to the Borrowers on the Business Day following such principalFunding Date that Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender's full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender's Revolving Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Funds Administrator of such failure to fund and, upon demand by the Agent, the Borrowers shall pay such amount to the Agent for the Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make a Revolving Loan on that Funding Date. No Lender shall be responsible for any instruction other Lender's failure to advance such other Lenders' Pro Rata Share of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor Guarantors and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in fullfull provided, however, in no event will any such distribution to the other Lenders give rise to any liability of the Borrower to the Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower Borrower, the Parent Entities or the Guarantor Guarantors and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in fullfull provided, however, in no event will any such distribution to the other Lenders give rise to any liability of the Borrower to the Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.. ARTICLE XI

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor Borrowers and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower Borrowers to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower Borrowers to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower Borrowers as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.. SETOFF;

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the - 62 - suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject or prior to the consent or approval Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Required LendersAgent that Lender's Pro Rata Share of a Borrowing, the Agent may assume that each affected Lender or all Lenders shall be has made such amount available to the Agent in immediately suspended until available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrowers on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds and the Agent has transferred the corresponding amount to the Borrowers on the Business Day following such principalFunding Date that Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender's full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender's Revolving Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date and the Agent has provided such funds to the Borrowers, the Agent will notify the Borrowers of such failure to fund and, upon demand by the Agent, the Borrowers shall pay such amount to the Agent for the Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make a Revolving Loan on that Funding Date. No Lender shall be responsible for any instruction other Lender's failure to advance such other Lenders' Pro Rata Share of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as a Unless Administrative Agent shall have received notice from any Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject prior to the consent date such Lender is required to make any payment hereunder with respect to any Loan or approval any participation in any Swing Loan or Letter of Credit that such Lender will not make such payment (or any portion thereof) available to Administrative Agent, Administrative Agent may assume that such Lender has made such payment available to Administrative Agent on the date such payment is required to be made in accordance with this Article 2 and Administrative Agent shall, in reliance upon such assumption, make available to Borrowers on such date a corresponding amount. Borrowers agree to repay to Administrative Agent on demand such amount (until repaid by such Lender) with interest thereon for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Administrative Agent, at the interest rate applicable to the Obligation that would have been created when Administrative Agent made available such amount to Borrowers had such Lender made a corresponding payment available; provided, however, that such payment shall not relieve such Lender of any obligation it may have to Borrowers, Swingline Lender or any L/C Issuer. In addition, any Defaulting Lender agrees to pay such amount to Administrative Agent on demand together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter (i) in the case of a payment in respect of a Loan, at the interest rate applicable at the time to such Loan and (ii) otherwise, at the interest rate applicable to Base Rate Loans under the Revolving Credit Facility. Such repayment shall then constitute the funding of the Required Lenderscorresponding Loan (including any Loan deemed to have been made hereunder with such payment) or participation. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, each affected Lender or all Lenders the Administrative Agent shall be immediately suspended until such time as promptly remit to the Lender is no longer a Defaulting Lender, except that Borrowers the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to Borrowers for such period. The existence of any Defaulting Lender pursuant to the terms hereof shall not relieve any other Lender of its obligations under any Loan Document, but no other Lender shall be distributed by responsible for the failure of any Defaulting Lender to make any payment required under any Loan Document. Nothing herein shall be deemed to limit the rights of the Administrative Agent to or the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Borrowers against any Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that (i) the amount of the Commitment of the Defaulting Lender may not be changed increased and (ii) the Facility Termination Date (as to such Defaulting Lender’s Loans and Commitment only) may not be extended other than as expressly provided under Section 2.21, without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor Subsidiary Guarantors and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in fullfull provided, however, in no event will any such distribution to the other Lenders give rise to any liability of the Borrower to the Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders. Notwithstanding the foregoing, any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Article XI shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to 105 LEGAL02/41239043v9 any Issuing Bank or Swingline Lender hereunder; third, as the Borrower may request (so long as no Default or Unmatured Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fourth (so long as no Default or Unmatured Default exists), to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s (x) potential future funding obligations with respect to Loans under this Agreement and (y) potential future funding obligations to purchase participations in Facility Letter of Credit Obligations, in accordance with Section 2A.6; fifth, to the payment of any amounts owing to the Lenders, the Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; sixth, so long as no Default or Unmatured Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and seventh, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed increased and the Facility Termination Date may not be extended (other than extensions at Borrower’s option under Section 2.23 or extensions following Borrower’s failure to repay the outstanding Advances and all other unpaid Obligations in full on the Facility Termination Date resulting from execution of a forbearance agreement or other agreement binding the Lenders to refrain from exercising remedies), without its such Defaulting Lender’s consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor Subsidiary Guarantors and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in fullfull provided, however, in no event will any such distribution to the other Lenders give rise to any liability of the Borrower to the Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1411.11. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a an Event of Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition in Article 8 to the making of Revolving Loans hereunder, unless Administrative Agent receives written notice from a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject or prior to the consent or approval Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to Administrative Agent that Lender's Pro Rata Share of a Borrowing, Administrative Agent may assume that each Lender has made such amount available to Administrative Agent in immediately available funds on the Required LendersFunding Date. Furthermore, each affected Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If any Lender or all Lenders has not transferred its full Pro Rata Share to Administrative Agent in immediately available funds and Administrative Agent has transferred a corresponding amount to the Borrowers, then on the Business Day following such Funding Date that Lender shall make such amount available to Administrative Agent, together with interest at the Federal Funds Rate for that day. A notice by Administrative Agent submitted to any Lender with respect to amounts owing shall be immediately suspended until such time as the Lender is no longer a Defaulting Lenderconclusive, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentabsent manifest error. If a Defaulting Lender has failed Lender's full Pro Rata Share is transferred to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent as required, the amount transferred to the other Lenders in accordance with their respective pro rata shares (recalculated Administrative Agent shall constitute such Lender's Revolving Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to Administrative Agent on the Business Day following the Funding Date, Administrative Agent will notify the Borrowers of such failure to fund and, upon demand by Administrative Agent, the Borrowers shall pay such amount to Administrative Agent for Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote make a Revolving Loan on matters which are subject to the consent or approval of the Required Lenders or all Lenders.that Funding

Defaulting Lenders. At such time as a Lender becomes a Defaulting ------------------ Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Majority Lenders, each affected Lender Required Lenders or all Lenders Lenders, shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender and, during the period of such suspension, the calculation of Majority Lenders and Required Lenders shall be made without reference to such Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent's Percentage. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts ------------ paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender and the remainder of the Advances due to such "Defaulting Lender" shall no longer be subordinated but shall be payable on the same basis as payments to the other Lenders. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1412.15. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.-------------

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lenderon or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Defaulting Borrowing in the case of LIBOR Loans and on the date of such Borrowing in the case of Base Rate Loans, that such Lender will not make available as and when required hereunder to the Agent such Lender’s right to vote on matters which are subject Pro Rata Share of such Borrowing, the Agent may assume that each Lender has made such amount available to the consent or approval of Agent in immediately available funds on the Required LendersFunding Date. Furthermore, each affected Lender or all Lenders shall be immediately suspended until the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrowers on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds and if the Agent has transferred a corresponding amount to the Borrowers, on the Business Day following such principalFunding Date the applicable Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute such Lender’s Revolving Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If any such amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrowers of such failure to fund and, upon demand by the Agent, the Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing provided that in such event Borrowers shall not be required to pay any breakage fees which may otherwise be provided for under this Agreement. The provisions failure of this section any Lender to make any Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being referred to herein as a “Defaulting Lender”) shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make a Revolving Loan on such Funding Date. No Lender shall be responsible for any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting other Lender’s right failure to vote on matters which are subject to the consent or approval advance such other Lenders’ Pro Rata Share of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that (i) the amount of the Commitment of the Defaulting Lender may not be changed increased and (ii) the Facility Termination Date (as to such Defaulting Lender’s Loans and Commitment only) may not be extended other than as expressly provided under Section 2.21, without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor Guarantors and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in fullfull provided, however, in no event will any such distribution to the other Lenders give rise to any liability of the Borrower to the Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders. Notwithstanding the foregoing, any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether 103 US_Active\115440519\V-15 voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Article XI shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or Swingline Lender hereunder; third, as the Borrower may request (so long as no Default or Unmatured Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fourth (so long as no Default or Unmatured Default exists), to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s (x) potential future funding obligations with respect to Loans under this Agreement and (y) potential future funding obligations to purchase participations in Facility Letter of Credit Obligations, in accordance with Section 2A.6; fifth, to the payment of any amounts owing to the Lenders, the Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; sixth, so long as no Default or Unmatured Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and seventh, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction.

Defaulting Lenders. At such time as a (1) Unless the Administrative Agent shall have received notice from any Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject prior to the consent or approval date of the Required Lenders, each affected proposed Borrowing that such Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer will not make a Defaulting Lender, except that payment in the amount of the such Lender’s Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed (or any portion thereof) available to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent on the date of the proposed Borrowing, the Administrative Agent may assume that such Lender has made such payment available to the other Lenders Administrative Agent on the date of the proposed Borrowing and the Administrative Agent may, in accordance with their respective pro rata shares reliance upon such assumption, make available to the Borrower on the date of the proposed Borrowing a corresponding amount. The Borrower agrees to repay to the Administrative Agent on demand such deficient amount (recalculated for the purposes hereof to exclude the Defaulting until repaid by such Lender) until all Senior Loans have been paid in fullwith interest thereon for each day from the date such amount is made available to CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM CORP. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. the Borrower until the date such amount is repaid to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each at the interest rate applicable to the Obligations that would have been created when the Administrative Agent made available such amount to the Borrower had such Lender made a corresponding payment available; provided, however, that such payment by the Borrower shall not relieve such Lender of any obligation it may have to the Borrower. In addition, any Lender that shall not have made available to the Administrative Agent any portion of any payment described above shall be deemed a Defaulting Lender and agrees to pay such amount to the other Lenders; nothing hereunder Administrative Agent on demand together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter in the case of a payment in respect of any Loan, at the interest rate applicable at the time to such Loan and otherwise, at the interest rate applicable to Base Rate Loans (and such default interest payable by such Lender shall limit be distributed to the obligation Borrower by the Administrative Agent). Such repayment shall then constitute the funding of the Borrower corresponding Loan (including any Loan deemed to repay all Loans in accordance have been made hereunder with such payment) or participation, and promptly paid to the terms of this AgreementBorrower. The provisions existence of this section any Defaulting Lender shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligations under any Loan Document, but no other Lender shall be responsible for the failure of any Defaulting Lender to the contrary, (ii) make any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenderspayment required under any Loan Document.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.. SETOFF;

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Requisite Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the such Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed increased or (except as provided herein) decreased without its consent. If a Defaulting Lender has failed to fund its pro rata share Pro Rata Share of any Loan or Mandatory Protective Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Pro Rata Share of such Loan or Mandatory Protective Advance, all Obligations obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees other sums relating to the Loans amounts funded by the other Lenders which were included in connection the Loans or Mandatory Protective Advances with any such Advance in respect to which the Defaulting Lender has not funded failed to fund its pro rata share Pro Rata Shares (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this sectionSection). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations obligations owing to such Defaulting Lender pursuant to the terms hereof shall first be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Pro Rata Shares (recalculated for the purposes hereof to exclude the Commitment of the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all the Loans in accordance with the terms of this Agreement. The provisions of this section Section shall apply and be effective regardless of whether a an Event of Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Requisite Lenders or all Lenders.. Section 13.17

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “Senior Loans” "SENIOR LOANS" for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.but

Defaulting Lenders. . At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed increased and the Facility Termination Date may not be extended (other than extensions at Borrower’s option under Section 2.23 or extensions following Borrower’s failure to repay the outstanding Advances and all other unpaid Obligations in full on the Facility Termination Date resulting from execution of a forbearance agreement or other agreement binding the Lenders to refrain from exercising remedies), without its such Defaulting Lender’s consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor Subsidiary Guarantors and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in fullfull provided, however, in no event will any such distribution to the other Lenders give rise to any liability of the Borrower to the Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1411.11. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a an Event of Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At If at any time a Revolving Lender is a Defaulting Lender, all or any part of any Defaulting Lender’s participation in Letter of Credit Obligations shall be reallocated among the Revolving Lenders that are not Defaulting Lenders in accordance with their respective Pro Rata Shares of the Revolving Loan Commitment (calculated without regard to such Defaulting Lender’s Revolving Loan Commitment) but only to the extent that (x) the conditions set forth in Section 3.04 are satisfied at the time of such reallocation (and, unless Borrower shall have otherwise notified Administrative Agent at such time, Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the Pro Rata Share of any Revolving Lender (that is not a Defaulting Lender) of the sum of all then outstanding Letter of Credit Obligations and Advances to exceed such Lender’s Revolving Loan 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, including any claim of a Lender that is not a Defaulting Lender as a Lender becomes result of such non-defaulting Lender’s increased exposure following such reallocation. If such reallocation cannot, or can only partially, be effected, Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, cash collateralize the Issuing Lenders’ Fronting Exposure in accordance with the procedures set forth in Section 2.2(c). For purposes of this Section, “Fronting Exposure” shall mean at any time there is a Defaulting Lender, such Defaulting Lender’s right Pro Rata Share of outstanding Letter of Credit Obligations other than Letter of Credit Obligations as to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender ’s participation obligation has failed been reallocated to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Revolving Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans cash collateralized in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendershereof.

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject or prior to the consent or approval Restatement Effective Date or, with respect to any Borrowing after the Restatement Effective Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Required LendersAgent that Xxxxxx’s Pro Rata Share of a Borrowing, the Agent may assume that each affected Lender or all Lenders shall be such Xxxxxx has made such amount available to the Agent in immediately suspended until available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrower on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the Borrower, on the Business Day following such principalFunding Date such Lender shall make such amount available to the Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender’s applicable Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any applicable Loan on any Funding Date shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make an applicable Loan on that Funding Date. No Lender shall be responsible for any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting other Lender’s right failure to vote on matters which are subject to the consent or approval advance such other Lender’s Pro Rata Share of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Majority Lenders, each affected Lender Required Lenders or all Lenders Lenders, shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender and, during the period of such suspension, the calculation of Majority Lenders and Required Lenders shall be made without reference to such Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent’s Percentage. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the “Defaulting Lender” shall no longer be deemed a Defaulting Lender and the remainder of the Advances due to such “Defaulting Lender” shall no longer be subordinated but shall be payable on the same basis as payments to the other Lenders. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1412.15. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section Section 12.15 shall apply and be effective regardless of whether a Default or Event of Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersas provided above.

Defaulting Lenders. At such time as Unless the Collateral Agent receives notice from a Lender becomes a Defaulting Lenderon or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Defaulting Borrowing, that such Lender will not make available as and when required hereunder to the Collateral Agent that Lender’s right to vote on matters which are subject Pro Rata Share of a Borrowing, the Collateral Agent may assume that each Lender has made such amount available to the consent or approval of Collateral Agent in immediately available funds on the Required LendersFunding Date. Furthermore, each affected Lender or all Lenders shall be immediately suspended until the Collateral Agent may, in reliance upon such time as assumption, make available to the Lender is no longer Borrowers on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded transferred its pro rata share (full Pro Rata Share to the Collateral Agent in immediately available funds, and the Collateral Agent has transferred the corresponding amount to the Borrowers, on the Business Day following such principalFunding Date that Lender shall make such amount available to the Collateral Agent, together with interest and fees being referred to as “Senior Loans” at the Federal Funds Rate for the purposes of this section)that day. All amounts paid A notice by the Borrower or the Guarantor and otherwise due Collateral Agent submitted to any Lender with respect to amounts owing shall be applied conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Obligations owing to such Defaulting Lender pursuant Collateral Agent as required, the amount transferred to the terms hereof Collateral Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute that Lender’s Revolving Loan for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If that amount is not transferred to the Collateral Agent on the Business Day following the Funding Date, the Collateral Agent will notify the Borrowers’ Agent of such failure to fund and, upon demand by the Collateral Agent, the Borrowers shall pay such amount to the Collateral Agent for the Collateral Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make a Revolving Loan on that Funding Date. No Lender shall be responsible for any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting other Lender’s right failure to vote on matters which are subject to the consent or approval advance such other Lenders’ Pro Rata Share of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor Subsidiary Guarantors and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in fullfull provided, however, in no event will any such distribution to the other Lenders give rise to any liability of the Borrower to the Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1411.11. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a an Event of Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.. ARTICLE XII SETOFF; RATABLE PAYMENTS

Defaulting Lenders. At such time as Unless the Agent receives notice from a Lender becomes a Defaulting Lenderon or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Defaulting Borrowing, that such Lender will not make available as and when required hereunder to the Agent such Lender’s right to vote on matters which are subject Pro Rata Share, based upon its applicable Commitment, of such Borrowing, the Agent may assume that each Lender has made such amount available to the consent or approval of Agent in immediately available funds on the Required LendersFunding Date. Furthermore, each affected Lender or all Lenders shall be immediately suspended until the Agent may, in reliance upon such time as AMENDED AND RESTATED CREDIT AGREEMENT assumption, make available to the Lender is no longer Borrowers on such date a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consentcorresponding amount. If a Defaulting any Lender has failed to fund not transferred its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds full Pro Rata Share, based upon its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentenceapplicable Commitment, to the prior payment Agent in full of all principal of, interest on immediately available funds and fees relating if the Agent has transferred a corresponding amount to the Loans funded Borrowers on the Business Day following such Funding Date, such Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the other Lenders in connection Agent submitted to any Lender with any such Advance in which the Defaulting Lender has not funded respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share, based upon its pro rata share (such principalapplicable Commitment, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied is transferred to the Obligations owing to such Defaulting Lender pursuant Agent as required, the amount transferred to the terms hereof Agent shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated constitute such Lender’s Loans for the all purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. If any such amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrowers of such failure to fund and, upon demand by the Agent, the Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Loans comprising that particular Borrowing. The provisions failure of this section any Lender to make any Loans on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) not relieve any other provision Lender of this Agreement its obligation hereunder to the contrary, (ii) make Loans on such Funding Date. No Lender shall be responsible for any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting other Lender’s right failure to vote on matters which are subject to the consent or approval advance such other Lender’s Pro Rata Share, based upon its applicable Commitment, of the Required Lenders or all Lendersany Borrowing.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Default Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1411.15. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At If a Lender (a "Defaulting Lender") defaults in making any Advance or paying any other sum payable by it hereunder, such sum together with interest thereon at the Default Rate from the date such amount was due until repaid (such sum and interest thereon as aforesaid referred to, collectively, as the "Lender Default Obligation") shall be payable by the Defaulting Lender (a) to any Lender(s) which elect, at their sole option (and with no obligation to do so), to fund the amount which the Defaulting Lender failed to fund or (b) to Agent or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender for the amounts advanced or expended. Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender becomes has repaid the Lender Default Obligation in full, all amounts which would otherwise be distributed to the Defaulting Lender shall instead be applied first to repay the Lender Default Obligation (to be applied first to interest at the Default Rate and then to principal) until the Lender Default Obligation has been repaid in full (whether by such application or by cure by the Defaulting Lender), whereupon such Lender shall no longer be a Defaulting Lender, such Defaulting Lender’s right to vote . Any interest collected from Borrower on matters which are subject to the consent or approval account of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount principal advanced by any Lender(s) on behalf of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, paid to the prior payment in full of all principal of, interest on Lender(s) who made such advance and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude credited against the Defaulting Lender) until all Senior Loans have been paid in full's obligation to pay interest on the amount advanced at the Default Rate. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower If no other Lender makes an advance a Defaulting Lender failed to the extent fund, a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed indebtedness of Borrower to a the Defaulting Lender but for equal to the operation Lender Default Obligation shall be subordinated to the indebtedness of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with other Lenders and shall be paid only after the terms indebtedness of this AgreementBorrower to all other Lenders is paid. The provisions of this section Section shall apply and be effective regardless of whether a an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, contrary or (ii) any instruction of the Borrower as to its desired application of payments or (iii) payments. No Defaulting Lender shall have the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all LendersLenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (y) withhold or set off, and to apply to the Table Of Contents payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (z) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender's breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys' fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender's failure or refusal to abide by its obligations under this Agreement. Borrower acknowledges that no non-defaulting Lender shall have any obligation to fund amounts not advanced by a Defaulting Lender.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that (i) the amount of the Commitment of the Defaulting Lender may not be changed increased and (ii) the Revolver Termination Date or the Final Termination Date (in each case, as to such Defaulting Lender’s Loans and Commitment only) may not be extended other than as expressly provided under Section 2.21, without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor Guarantors and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in fullfull provided, however, in no event will any such distribution to the other Lenders give rise to any liability of the Borrower to the Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders. Notwithstanding the foregoing, any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Article XI shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or Swingline Lender hereunder; third, as the Borrower may request (so long as no Default or Unmatured Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fourth (so long as no Default or Unmatured Default exists), to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s (x) potential future funding obligations with respect to Loans under this Agreement and (y) potential future funding obligations to purchase participations in Facility Letter of Credit Obligations, in accordance with Section 2A.6; fifth, to the payment of any amounts owing to the Lenders, the Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; sixth, so long as no Default or Unmatured Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and seventh, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected such Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the “Defaulting Lender” shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1412.16. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section Section 12.16 shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.notwithstanding

Defaulting Lenders. At (a) A Lender who fails to pay the Agent its Proportionate Share of any Loans (including Agent Advances) made available by the Agent on such time as Lender's behalf, or who fails to pay any other amounts owing by it hereunder to the Agent, is a "DEFAULTING LENDER." The Agent is entitled to recover from such Defaulting Lender becomes all such amounts owing by such Defaulting Lender on demand. If the Defaulting Lender does not pay such amounts on the Agent's demand, the Agent shall promptly notify the Funds Administrator and the Borrowers shall pay such amounts to the Agent (to the extent the Agent has made such amounts available to or for the account of the Borrowers) within 5 Business Days of the receipt by the Funds Administrator of such notice. In addition, the Defaulting Lender or the Borrowers shall pay to the Agent for its own account interest on such amount for each day from the date it was made available by the Agent to the Borrowers to the date it is recovered by the Agent at a rate per annum equal to (x) the overnight Federal Funds Rate if paid by the Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to or (y) the consent or approval then applicable rate of interest calculated under SECTION 4.1, if paid by the Required LendersBorrowers; plus, in each affected Lender or all Lenders shall be immediately suspended until such time case, the Expenses and losses, if any, incurred as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment result of the Defaulting Lender's failure to perform its obligations. Nothing herein shall be deemed to relieve any Lender of its obligation to fulfill its commitments hereunder or to prejudice any rights which the Borrowers may not be changed have against any Lender as a result of any default by such Lender hereunder, including, without its consent. If a limitation, the right of the Borrowers to seek reimbursement from any Defaulting Lender has failed to fund its pro rata share of for any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Borrowers under CLAUSE (recalculated for the purposes hereof to exclude the Defaulting Lendery) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension above on account of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders's default.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected such Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Domestic Percentage of any Advance Borrowing and until such time as such Defaulting Lender subsequently funds its pro rata share Domestic Percentage of such AdvanceBorrowing, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance Borrowing in which the Defaulting Lender has not funded its pro rata share Domestic Percentage (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Domestic Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the “Defaulting Lender” shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1412.16. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section Section 12.16 shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersas provided above.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Majority Lenders, each affected such Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14SECTION 12.16. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section SECTION 12.16 shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersas provided above.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected such Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1412.15. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section Section 12.15 shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s =s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersas provided above.

Defaulting Lenders. At such time as Unless Agent receives notice from a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject ------------------ at least one (1) Business Day prior to the consent or approval date of a Borrowing that such Lender will not make available as and when required hereunder to Agent for the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that account of Borrower the amount of the Commitment that Lender's Pro Rata Share of the Defaulting Borrowing, Agent may assume that each Lender has made such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be changed without its consentso required), in reliance upon such assumption, make available to Borrower on such date a Revolving Loan in the corresponding amount. If a Defaulting and to the extent any Lender shall not have made its full amount available to Agent in immediately available funds and Agent in such circumstances has failed made available to Borrower such amount, then Lender shall on the Business Day following such Funding Date make such amount available to Agent, together with interest, to be retained by Agent for its own account, at the Federal Funds Rate for each day after the Funding Date until (but not including) the date paid (provided, however, that if such Lender shall not make such funds available within two (2) Business Days of the Funding Date, interest shall accrue on such funds and shall be payable by such Lender at the Base Rate for each day from and after the second (2/nd/) Business Day after the Funding Date until, but not including, the date paid). A notice of Agent submitted to any Lender with respect to amounts owing under this subsection shall be prima facia evidence of the truth thereof, absent manifest error. If such amount is so made available, such payment to Agent shall constitute such Lender's Loan on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund its pro rata share and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Rate applicable at the time to the Loan comprising such Borrowing. The failure of any Advance and until Lender to make any Loan on any Funding Date shall not relieve any other Lender of any obligation hereunder to make a Loan on such time as such Defaulting Funding Date, but no Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right responsible for the failure of paymentany other Lender to make the Loan to be made by such other Lender on any Funding Date. Any Lender that fails to make any Loan on any Funding Date and continues to fail to make such Loan within one (1) Business Day after written demand upon it by Agent to do so, as provided in the following sentence, to the prior payment in full shall constitute a "Defaulting Lender" for purposes of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “Senior Loans” for this Agreement. For the purposes of this section). All amounts paid ----------------- Section, "Federal Funds Rate" means, on any particular day, the per annum rate ------------------ --- ----- of interest offered for sale by the Borrower San Francisco or the Guarantor and otherwise due New York branch of Union Bank of California, N.A. (as selected by Agent) to be applied other prime banks of Federal Funds for such day, in an amount comparable to the Obligations owing principal amount owed to such Defaulting Lender pursuant to the terms hereof shall be distributed Agent by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor Borrowers and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower Borrowers to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower Borrowers to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower Borrowers as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected such Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.1412.16. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section Section 12.16 shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lendersas provided above.

Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s 's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected such Defaulting Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent. If a Defaulting Lender has failed to fund its pro rata share Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share Percentage of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the 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 such Advance in which the Defaulting Lender has not funded its pro rata share Percentage (such principal, interest and fees being referred to as “"Senior Loans” " for the purposes of this section). All amounts paid by the Borrower or the Guarantor and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares Percentages (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14. This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders12.15.