Common use of Defaulting Lenders Clause in Contracts

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That that Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of “Required Lenders” in Section 1.01 and in Section 10.01.; and (ii) Any any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 10.09), 10.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Term Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifththird, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Term Loans under this Agreement; sixthfourth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender Lenders as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighthsixth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Term Loans or L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Term Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Term Loans of, and L/C Borrowings owed to, of all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Term Loans of, or L/C Borrowings owed to, that of such Defaulting LenderLender until such time as all Term Loans are held by the Lenders pro rata in accordance with the Term Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.13(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, Borrower and the Administrative Agent, the Swing Line Lender and each L/C Issuer Agent agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral)therein, that Lender will, to the extent applicable, purchase that portion of outstanding Term Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Term Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that LenderPro Rata Shares, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while that Lender was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Lender’s having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.0112.1. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunderSwingline Lender; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Swingline Lender, to be held as Cash Collateral cash collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credita Swingline Loan; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans Advances under this Agreement; sixth, to the payment of any amounts owing to the Lenders, Revolving Lenders or the applicable L/C Issuer or Swing Line Swingline Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, Revolving Lender or the applicable L/C Issuer or Swing Line Lender against that Defaulting Swingline Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Advances or funded participations in Swingline Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waivedPro Rata Share, such payment shall be applied solely to pay the Advances and funded participations in Swingline Loans of, and L/C Borrowings owed to, of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans ofAdvances, or L/C Borrowings owed tofunded participations in Swingline Loans, of that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.17(a)(ii) 2.16 shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.03 and 2.04Section 2.15(c), the “Pro Rata Share Share” of each non-Defaulting Lender under a Revolving Tranche shall be determined computed without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (ix) each such reallocation shall be given effect unless an Event of Default exists; and (ii) only if the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Swingline Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1A) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2B) the aggregate Outstanding Amount outstanding principal amount of the Loans under such Revolving Tranche Advances of that Revolving Credit Lender. (iv) Promptly on demand by the Swingline Lender or the Administrative Agent from time to time, the Borrower shall prepay Swingline Loans in an amount of all Fronting Exposure with respect to the Swingline Lender (after giving effect to clause (iii) above). (v) For any period during which that Lender is a Defaulting Lender, that Defaulting Lender shall not be entitled to receive any Non-Usage Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender). (b) If the Borrowers, Administrative Agent and the Administrative Agent, the Swing Line Swingline Lender and each L/C Issuer agree in writing in their respective sole discretion determine that a Defaulting Lender should no longer be deemed to be a Defaulting LenderLender (provided in the case of a Defaulting Lender pursuant to clause (iv) or (v) of such term or that has defaulted in the funding of an Advance, which default remains uncured, such determination shall require the consent of the Borrower), the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans Advances of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans Advances to be held on a pro rata basis by the Lenders in accordance with their ratable shares Pro Rata Shares (without giving effect to the application of Section 2.17(a)(iv2.16(a)(iii) above)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Lender’s having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII 8 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.0910.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans, participations in Swing Line Loans or L/C Borrowings under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees Fees as provided in Section 2.03(i2.03(h). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections Section 2.03 and Section 2.04, the “Pro Rata Share Share” of each non-Defaulting Lender under a Revolving Tranche shall be determined computed without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that provided, that, (i) each such reallocation shall be given effect unless an only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the BorrowersBorrower, the Administrative Agent, the Swing Line Lender and each the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares Pro Rata Shares (without giving effect to the application of Section 2.17(a)(iv2.16(a)(iv)) in respect of that Lender), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while that Lender was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Lender’s having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Lawlaw: (i) That Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Requisite Lenders and as set forth in Section 10.01.10.5(b) and Section 10.5(e); and (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section 8 or otherwise, and including any amounts made available to the ) or received by Administrative Agent by that from a Defaulting Lender pursuant to Section 10.09), 10.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifththird, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement; sixthfourth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender Lenders as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighthsixth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreementcontrary, if any Lender becomes a Defaulting Lender, then, until then the following provisions shall apply for so long as such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (ia) That fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.10(c) (it being understood, for the avoidance of doubt, that the Borrower shall have no obligation to retroactively pay such fees after such Lender ceases to be a Defaulting Lender’s right ); (b) the Revolving Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or the Majority in Interest have taken or may take any action hereunder (including any consent to approve or disapprove any amendment, waiver or other modification pursuant to Section 9.02); provided that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent with respect to this Agreement shall be restricted as set forth in Section 10.01.of such Lender or each Lender affected thereby; (iic) Any any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII 7 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 10.09), Article 8 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, Agreement as determined by the Administrative Agent; fifththird, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement; sixthfourth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender Lenders as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighthsixth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings LC Disbursements in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waivedshare, such payment shall be applied solely to pay the Loans of, and L/C Borrowings LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings LC Disbursements owed to, that such Defaulting LenderLender until such time as all Loans are held by the Lenders pro rata in accordance with the Revolving Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.17(a)(ii2.21(c) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.; (d) if any LC Exposure exists at the time such Lender becomes a Defaulting Lender then: (i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentage but only to the extent the sum of all non-Defaulting Lenders’ Revolving Exposure plus such Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments; provided that each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.22 for so long as such LC Exposure is outstanding; (iii) That if the Borrower cash collateralizes any portion of such Defaulting Lender (x) shall not be entitled to receive any commitment fee Lender’s LC Exposure pursuant to Section 2.09(aclause (ii) for any period during which that Lender is a Defaulting Lender (and above, the Borrowers Borrower shall not be required to pay any fees to such fee that otherwise would have been required Defaulting Lender pursuant to have been paid Section 2.10(d) with respect to that such Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i).’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized; (iv) During if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.10(c) and Section 2.10(d) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentage; and (v) if all or any period in which there portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all fees payable under Section 2.10(d) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and (e) so long as such Lender is a Defaulting Lender, for purposes the Issuing Bank shall not be required to issue, amend or increase any Letter of computing Credit, unless it is satisfied that the amount related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Revolving Commitments of the obligation of each non-Defaulting Lender to acquireLenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.21(d), refinance and participating interests in any newly issued or fund participations in Letters increased Letter of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.21(d)(i) (and such Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that not participate therein). If (i) each a Bankruptcy Event with respect to a Lender Parent of any Lender shall occur following the Restatement Effective Date and for so long as such reallocation event shall be given effect unless an Event of Default exists; and continue or (ii) the aggregate obligation of each non-Defaulting Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under a Revolving Tranche one or more other agreements in which such Lender commits to acquireextend credit, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche the Issuing Bank shall not exceed be required to issue, amend or increase any Letter of Credit, unless the positive differenceIssuing Bank shall have entered into arrangements with the Borrower or such Lender, if any, satisfactory to the Issuing Bank to defease any risk to it in respect of (1) such Lender hereunder. In the Commitment under such Revolving Tranche of event that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender Borrower and the Issuing Bank each L/C Issuer agree in writing in their sole discretion agrees that a Defaulting Lender should no longer be deemed has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Administrative Agent will so notify the parties hereto, whereupon as LC Exposure of the effective Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to shall purchase at par such of the extent applicable, purchase that portion of outstanding Revolving Loans of the other Lenders or take such other actions as the Administrative Agent shall determine may reasonably determine to be necessary in order for such Lender to cause the hold such Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lenderits Applicable Percentage.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.0111.01. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Swingline Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Swingline Lender, to be held as Cash Collateral cash collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of CreditSwingline Advance; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Unmatured Event of Default or Event of Default exists), to the funding of any Loan Advance in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans Advances under this Agreement; sixth, to the payment of any amounts owing to the Lenders, other Lenders or the applicable L/C Issuer or Swing Line Swingline Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, Lender or the applicable L/C Issuer or Swing Line Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Unmatured Event of Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans Advances or L/C Borrowings funded participations in Swingline Advances in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waivedshare, such payment shall be applied solely to pay the Loans Advances of, and L/C Borrowings funded participations in Swingline Advances owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Borrowings funded participations in Swingline Advances owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.17(a)(ii) 2.23 shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans Swingline Advances pursuant to Sections 2.03 and 2.04Section 2.25, the “Pro Rata Share Share” of each non-Defaulting Lender under a Revolving Tranche shall be determined computed without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (ix) each such reallocation shall be given effect unless an Event of Default exists; and (ii) only if the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche Swingline Advances shall not exceed the positive difference, if any, of (1A) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2B) the aggregate Outstanding Amount outstanding principal amount of the Loans under such Revolving Tranche Advances of that Revolving Credit Lender. (iv) Promptly on demand by the Agent from time to time, the Borrower shall deliver to the Agent cash collateral in an amount sufficient to cover all Fronting Exposure with respect to the Swingline Lender (after giving effect to clause (iii) above) on terms reasonably satisfactory to the Agent and the Swingline Lender (and such cash collateral shall be in dollars). Any such cash collateral shall be deposited in a separate account with the Agent, subject to the exclusive dominion and control of the Agent, as collateral (solely for the benefit of the Swingline Lender) for the payment and performance of each Defaulting Lender’s Pro Rata Share of outstanding Swingline Advances. (v) Promptly on demand by the Swingline Lender or the Agent from time to time, the Borrower shall prepay Swingline Advances in an amount of all Fronting Exposure with respect to the Swingline Lender (after giving effect to clause (iii) above). (vi) For any period during which that Lender is a Defaulting Lender, that Defaulting Lender shall not be entitled to receive any Non-Usage Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender). (b) If the Borrowers, Agent and the Administrative Agent, the Swing Line Swingline Lender and each L/C Issuer agree in writing in their sole good faith discretion (other than in the case of any agreement with respect to a Lender that is a Defaulting Lender specified in the parenthetical in clause (iv) of the definition thereof, subject to the consent of the Borrower, not to be unreasonably withheld, delayed or conditioned ) that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans Advances of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans Advances to be held on a pro rata basis by the Lenders in accordance with their ratable shares Pro Rata Shares (without giving effect to the application of Section 2.17(a)(iv2.23(a)(iii) above)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while that Lender was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Lender’s having been a Defaulting Lender. For the avoidance of doubt, no Breakage Fees shall be payable to any Lender under this Section 2.23(b).

Defaulting Lenders. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreementcontrary, if any Lender becomes a Defaulting Lender, then, until then the following provisions shall apply for so long as such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (ia) That any amount payable to any Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. Lender hereunder (ii) Any payment whether on account of principal, interest, fees or other amounts received otherwise) may, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent for the in a segregated account and, subject to any applicable Requirements of that Defaulting Lender (whether voluntary or mandatoryLaw, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: (i) first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; , (ii) second, pro rata, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the applicable L/C Issuer Issuing Bank hereunder, (iii) third, to the funding of any Revolving Loan or Swing Line the funding or cash collateralization of any participation in any Letter of Credit in respect of which such Defaulting Lender hereunder; thirdhas failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so reasonably determined by the Administrative Agent or reasonably requested by and the applicable L/C Issuer or Swing Line LenderBorrowers, to be held in a deposit account as Cash Collateral cash collateral for future funding obligations of that the Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourthunder this Agreement, (v) fifth, as the Borrower Representative (on behalf of the Borrowers) Borrowers may request (so long as no Default or Event of Default exists)request, to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; (vi) sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) existspro rata, to the payment of any amounts owing to the Borrowers or the Lenders as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers or any Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; Agreement and eighth(vii) seventh, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is (x) such payment is a payment prepayment of the principal amount of any Loans or in respect of L/C Borrowings in respect of Disbursements which that a Defaulting Lender has not fully funded its appropriate share participation obligations and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waivedare satisfied, such payment shall be applied solely to pay prepay the Loans of, and L/C Borrowings owed to, of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment prepayment of any Loans of, or L/C Borrowings owed to, that of any Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If In the event that the Administrative Agent, the Borrowers or the Issuing Bank, as the case may be, each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the L/C Exposure of the Revolving Credit Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold all Revolving Loans in accordance with the relevant Pro Rata Percentages. The rights and remedies against a Defaulting Lender under this Section 2.26 are in addition to other rights and remedies that the Borrowers, the Administrative Agent, the Swing Line Issuing Bank and the non-Defaulting Lenders may have against such Defaulting Lender. The arrangements permitted or required by this Section 2.26 shall be permitted under this Agreement, notwithstanding any limitation on Liens or the pro rata sharing provisions or otherwise. (c) The Commitment Fees shall cease to accrue on the unused portion of the Revolving Credit Commitment of such Lender and each so long as it is a Defaulting Lender (except to the extent it is payable to the Issuing Bank pursuant to clause (d)(v) below). (d) if any Revolving Credit Lender has any L/C Issuer agree in writing in their sole discretion that Exposure at the time such Revolving Credit Lender becomes a Defaulting Lender should no longer then: (i) all or any part of such L/C Exposure shall be deemed reallocated among the non-Defaulting Lenders with Revolving Credit Commitments in accordance with their respective Pro Rata Percentages but only to the extent the sum of all non-Defaulting Lenders’ Revolving Credit Exposures and L/C Exposure thereunder does not exceed the total of all non-Defaulting Lenders’ Revolving Credit Commitments; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be a Defaulting Lendereffected, the U.S. Borrower shall within one Business Day following notice by the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in cash collateralize such notice and subject Defaulting Lender’s L/C Exposure (after giving effect to any conditions set forth therein partial reallocation pursuant to clause (which may include arrangements i) above) in accordance with the procedures herein for so long as such L/C Exposure is outstanding; (iii) if any portion of such Defaulting Lender’s L/C Exposure is cash collateralized pursuant to clause (ii) above, the U.S. Borrower shall not be required to pay the L/C Participation Fee or Commitment Fee with respect to such portion of such Defaulting Lender’s L/C Exposure so long as it is cash collateralized; (iv) if any Cash Collateral), that Lender will, portion of such Defaulting Lender’s L/C Exposure is reallocated to the extent applicablenon-Defaulting Lenders pursuant to clause (i) above, purchase that then the L/C Participation Fee and Commitment Fee with respect to such portion of outstanding Loans of shall be allocated among the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the non-Defaulting Lenders in accordance with their ratable shares Pro Rata Percentages of Revolving Credit Commitments (without giving effect to such reallocation); and (v) if any portion of such Defaulting Lender’s L/C Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.26(d), then, without prejudice to any rights or remedies of the application of Section 2.17(a)(iv)Issuing Bank or any Lender hereunder, the Commitment Fee that otherwise would have been payable to such Defaulting Lender and the L/C Participation Fee payable with respect to such Defaulting Lender’s L/C Exposure shall be payable to the Issuing Bank until such L/C Exposure is cash collateralized and/or reallocated. (e) in respect of that Lender, whereupon that so long as any Revolving Credit Lender will cease to be is a Defaulting Lender; provided , no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that no adjustments the related exposure will be made retroactively with respect to fees accrued or payments made 100% covered by or on behalf the Revolving Credit Commitments of the Borrowers while that Lender was a non-Defaulting Lender; Lenders and/or cash collateralized in accordance with Section 2.26(b), and provided further, that except to participations in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in accordance with their respective Pro Rata Percentages in the extent otherwise expressly agreed by the affected parties, no change hereunder from Revolving Credit Commitments (and Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting LenderLenders shall not participate therein).

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Lawlaw: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01subsection 13.1. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section 10 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09subsection 13.7), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Issuing Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Issuing Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-an interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, Lenders or the applicable L/C Issuer or Swing Line Issuing Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, Lender or the applicable L/C Issuer or Swing Line Issuing Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Obligations in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings Obligations were made at a time when the conditions set forth in Section 4.02 subsection 7.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Obligations owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(iisubsection 2.19(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents heretoto the foregoing. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment facility fee pursuant to Section 2.09(asubsection 2.5(a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of (1) the Dollar Equivalent of the principal amount of the Loans funded by it and (2) its Revolving Credit Commitment Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to subsection 2.14, 2.19(a)(ii) or 5.1, as applicable (and the Borrowers Borrower shall (A) be required to pay to the Issuing Lender, as applicable, the amount of such fee allocable to its Fronting Exposure arising from that Defaulting Lender and (B) not be required to pay any the remaining amount of such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(isubsection 5.3(a). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 subsections 5.1 and 2.045.4(a), the Pro Rata Share “Revolving Credit Commitment Percentage” of each non-Defaulting Lender under a Revolving Tranche shall be determined computed without giving effect to the Revolving Credit Commitment under such Revolving Tranche of that Defaulting Lender; provided that provided, that, (i) each such reallocation shall be given effect unless an only if, at the date the applicable Lender becomes a Defaulting Lender, no Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount Dollar Equivalent of the principal amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the BorrowersBorrower, the Administrative Agent, Agent and the Swing Line Issuing Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Revolving Credit Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their ratable shares Revolving Credit Commitment Percentages (without giving effect to the application of Section 2.17(a)(ivsubsection 2.19(a)(iv)) in respect of that Lender), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while that Lender was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Lender’s having been a Defaulting Lender. (c) If any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Defaulting Lender and the Administrative Agent, require such Defaulting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, subsection 13.6), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in subsection 13.6; (ii) such Defaulting Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under subsection 3.11) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) such assignment does not conflict with applicable laws; and (iv) such Defaulting Lender shall not be required to sign and deliver any assignment form in order for such assignment to become effective. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Credit Agreement shall be restricted as set forth in Section 10.01§27. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Applicable Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII §14 or otherwise, and including any amounts made available to the Administrative Applicable Agent by that Defaulting Lender pursuant to Section 10.09§15), shall be applied at such time or times as may be determined by the Administrative Applicable Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative any Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer Issuing Lender or Swing Line any Swingline Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Applicable Agent; fifthfourth, if so determined by the Administrative Applicable Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Credit Agreement; sixthfifth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer Issuing Lender or Swing Line any Swingline Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer Issuing Lender or Swing Line any Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; seventhsixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers or any Subsidiaries thereof pursuant to Sections 8.01(a), any Secured Hedging Agreement with such Defaulting Lender or any affiliate thereof as certified to the Applicable Agent (fwith a copy to such Defaulting Lender) by an authorized officer of GWI prior to the date of such payment; seventh so long as no Default or (g) Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers any Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Letter of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Letter of Credit Borrowings were made at a time when the conditions set forth in Section 4.02 §13 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Letter of Credit Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Letter of Credit Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii§6.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) §2.2 for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees Fees as provided in Section 2.03(i)§5.10. (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.03 §§2.7 and 2.045.5, the Pro Rata Share “Commitment Percentage” of each non-Defaulting Lender under a Revolving Tranche shall be determined computed without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that provided, that, (iA) each such reallocation shall be given effect unless an only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (iiB) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Swingline Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount amount of the Loans under such Revolving Tranche Loans, Swingline Exposure and Letter of Credit Obligations of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, Swingline Lenders and the Swing Line Issuing Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares Commitment Percentages (without giving effect to the application of Section 2.17(a)(iv§6.17(a)(iv)) in respect of that Lender), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Lender’s having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That that Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of “Required Lenders” in Section 1.01 and in Section 10.01.; and (ii) Any any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article ‎Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 10.09), 10.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Term Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifththird, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Term Loans under this Agreement; sixthfourth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender Lenders as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighthsixth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Term Loans or L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Term Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Term Loans of, and L/C Borrowings owed to, of all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Term Loans of, or L/C Borrowings owed to, that of such Defaulting LenderLender until such time as all Term Loans are held by the Lenders pro rata in accordance with the Term Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.13(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, Borrower and the Administrative Agent, the Swing Line Lender and each L/C Issuer Agent agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral)therein, that Lender will, to the extent applicable, purchase that portion of outstanding Term Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Term Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that LenderPro Rata Shares, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while that Lender was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender L▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything to In the contrary contained in this Agreementevent that, if at any one time, (i) any Lender becomes Party shall be a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any such Defaulting Lender shall owe a Defaulted Amount to any Agent or any of the other Lender Parties and (iii) the Borrower shall make any payment of principal, interest, fees hereunder or under any other amounts received by Loan Document to the Administrative Agent for the account of that such Defaulting Lender, then the Administrative Agent may, on its behalf or on behalf of such other Agents or such other Lender Parties and to the fullest extent permitted by applicable law, apply at such time the amount so paid by the Borrower to or for the account of such Defaulting Lender (whether voluntary to the payment of each such Defaulted Amount to the extent required to pay such Defaulted Amount. In the event that the Administrative Agent shall so apply any such amount to the payment of any such Defaulted Amount on any date, the amount so applied by the Administrative Agent shall constitute for all purposes of this Agreement and the other Loan Documents payment, to such extent, of such Defaulted Amount on such date. Any such amount so applied by the Administrative Agent shall be retained by the Administrative Agent or mandatorydistributed by the Administrative Agent to such other Agents or such other Lender Parties, ratably in accordance with the respective portions of such Defaulted Amounts payable at maturity, pursuant to Article VIII or otherwise, and including any amounts made available such time to the Administrative Agent Agent, such other Agents and such other Lender Parties and, if the amount of such payment made by that the Borrower shall at such time be insufficient to pay all Defaulted Amounts owing at such time to the Administrative Agent, such other Agents and such other Lender Parties, in the following order of priority: (i) first, to the Agents for any Defaulted Amounts then owing to them, in their capacities as such, ratably in accordance with such respective Defaulted Amounts then owing to the Agents; (ii) second, to the Issuing Banks and the Swing Line Bank for any Defaulted Amounts then owing to them, in their capacities as such, ratably in accordance with such respective Defaulted Amounts then owing to the Issuing Banks and the Swing Line Bank; and (iii) third, to any other Lender Parties for any Defaulted Amounts then owing to such other Lender Parties, ratably in accordance with such respective Defaulted Amounts then owing to such other Lender Parties. Any portion of such amount paid by the Borrower for the account of such Defaulting Lender remaining, after giving effect to the amount applied by the Administrative Agent pursuant to Section 10.09this subsection (a), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment specified in subsection (b) of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender2.15. (b) If In the Borrowersevent that, at any one time, (i) any Lender Party shall be a Defaulting Lender, (ii) such Defaulting Lender shall not owe a Defaulted Advance or a Defaulted Amount and (iii) the Borrower, any Agent or any other Lender Party shall be required to pay or distribute any amount hereunder or under any other Loan Document to or for the account of such Defaulting Lender, then the Borrower or such Agent or such other Lender Party shall pay such amount to the Administrative Agent to be held by the Administrative Agent, to the fullest extent permitted by applicable law, in escrow or the Administrative Agent shall, to the fullest extent permitted by applicable law, hold in escrow such amount otherwise held by it. Any funds held by the Administrative Agent in escrow under this subsection (b) shall be deposited by the Administrative Agent in such account as the Administrative Agent shall designate in writing to the Borrower and the Defaulting Lender, in the name and under the control of the Administrative Agent, but subject to the provisions of this subsection (b). The terms applicable to such account, including the rate of interest payable with respect to the credit balance of such account from time to time, shall be the Administrative Agent's standard terms applicable to escrow accounts maintained with it. Any interest credited to such account from time to time shall be held by the Administrative Agent in escrow under, and applied by the Administrative Agent from time to time in accordance with the provisions of, this subsection (b). The Administrative Agent shall, to the fullest extent permitted by applicable law, apply all funds so held in escrow from time to time to the extent necessary to make any Advances required to be made by such Defaulting Lender and to pay any amount payable by such Defaulting Lender hereunder and under the other Loan Documents to the Administrative Agent or any other Lender Party, as and when such Advances or amounts are required to be made or paid and, if the amount so held in escrow shall at any time be insufficient to make and pay all such Advances and amounts required to be made or paid at such time, in the following order of priority: (i) first, to the Agents for any amounts then due and payable by such Defaulting Lender to them hereunder, in their capacities as such, ratably in accordance with such respective amounts then due and payable to the Agents; (ii) second, to the Issuing Banks and the Swing Line Lender Bank for any amounts then due and each L/C Issuer agree in writing payable to them hereunder, in their sole discretion capacities as such, by such Defaulting Lender, ratably in accordance with such respective amounts then due and payable to the Issuing Banks and the Swing Line Bank; (iii) third, to any other Lender Parties for any amount then due and payable by such Defaulting Lender to such other Lender Parties hereunder, ratably in accordance with such respective amounts then due and payable to such other Lender Parties; and (iv) fourth, to the Borrower for any Advance then required to be made by such Defaulting Lender pursuant to a Commitment of such Defaulting Lender. In the event that any Lender Party that is a Defaulting Lender should no longer be deemed shall, at any time, cease to be a Defaulting Lender, any funds held by the Administrative Agent will so notify in escrow at such time with respect to such Lender Party shall be distributed by the parties hereto, whereupon as Administrative Agent to such Lender Party and applied by such Lender Party to the Obligations owing to such Lender Party at such time under this Agreement and the other Loan Documents ratably in accordance with the respective amounts of such Obligations outstanding at such time. (c) The rights and remedies against a Defaulting Lender under this Section 2.15 are in addition to other rights and remedies that the effective date specified in Borrower may have against such notice and subject to any conditions set forth therein (which may include arrangements Defaulting Lender with respect to any Cash Collateral), Defaulted Advance and that any Agent or any Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take Party may have against such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Defaulting Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting LenderDefaulted Amount.

Defaulting Lenders. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreementcontrary, if any Lender becomes a Defaulting Lender, then, until then the following provisions shall apply for so long as such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (ia) That fees shall cease to accrue on the Available Commitment of such Defaulting Lender’s right Lender pursuant to approve Section 2.10(a) or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01.2.10(b); (iib) Any payment the Commitment and the outstanding aggregate principal amount of the Loan of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.02); and (c) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, otherwise and including any amounts made available amount that would otherwise be payable to the Administrative Agent by that such Defaulting Lender pursuant to Section 10.092.16(e) but excluding Section 2.17(b)) shall, shall in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent as follows: (i) first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; , (ii) second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, (iii) third, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit such account and released in order to satisfy as cash collateral until the Commitment Expiration Date for future funding obligations of that the Defaulting Lender to fund in respect of any Loans under this Agreement; sixthAgreement and (iv) fourth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Lawlaw: (i) That Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and in Section 10.019.1. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section 7 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), ) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the applicable L/C Issuer or Swing Line Swingline Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Swingline Lender, to be held as Cash Collateral for future funding obligations of that such Defaulting Lender in respect of any participation in any Swing Line Loan or Letter of CreditSwingline Loan; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts then owing to the Lenders, Lenders or the applicable L/C Issuer or Swing Line Swingline Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, Lender or the applicable L/C Issuer or Swing Line Swingline Lender against that Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts then owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Any Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) Facility Fee for any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of (1) the outstanding amount of the Revolving Loans funded by it, and (2) its Revolving Percentage of the stated amount of Swingline Loans for which it has provided Cash Collateral pursuant to Section 2.23(c) (and the Borrowers Borrower shall (A) be required to pay the Swingline Lender the amount of such fee allocable to its Fronting Exposure arising from that Defaulting Lender, and (B) not be required to pay any the remaining amount of such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During All or any period in which there is part of such Defaulting Lender’s Swingline Exposure shall automatically (effective on the day such Lender becomes a Defaulting Lender) be reallocated among the non-Defaulting Lenders in accordance with their respective Revolving Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) no Default shall have occurred and be continuing (and, for purposes unless the Borrower shall have otherwise notified the Administrative Agent at the time, the Borrower shall be deemed to have represented and warranted that such condition is satisfied at such time), and (y) such reallocation does not cause the Revolving Extensions of computing the amount Credit of the obligation of each any non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each exceed such non-Defaulting Lender Lender’s Revolving Commitment. For the avoidance of doubt and notwithstanding any provision in this Agreement to the contrary, the Borrower shall not be required under a this Agreement to deliver to the Administrative Agent any Cash Collateral unless and until the aggregate Revolving Tranche shall Commitment of all Lenders who are not Defaulting Lenders is less than the aggregate amount of all Revolving Extensions of Credit outstanding at such time. (v) If the reallocation described in clause (iv) above cannot, or can only partially, be determined effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, within two Business Days following notice by the Administrative Agent, Cash Collateralize such Defaulting Lender’s Swingline Exposure (after giving effect to any partial reallocation pursuant to clause (iv) above) in accordance with the Commitment under procedures set forth in Section 2.23(c) for so long as such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Swingline Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lenderare outstanding. (b) If the BorrowersBorrower, the Administrative Agent, Agent and the Swing Line Swingline Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares Revolving Percentages (without giving effect to the application of Section 2.17(a)(iv2.23(a)(iv)) in respect of that Lender, whereupon that such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while that Lender was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of the Borrower or any other party hereunder arising from that Lender Lender’s having been a Defaulting Lender. (c) At any time that there shall exist a Defaulting Lender, and to the extent that Cash Collateral is required to be delivered pursuant to Section 2.23(a), within two Business Days upon the request of the Administrative Agent or the Swingline Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.23(a)(iv) and any Cash Collateral provided by the Defaulting Lender). (i) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts with the Administrative Agent. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent and the Lenders (including the Swingline Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to clause (ii) below. If at any time the Administrative Agent reasonably determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (ii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.23 in respect of Swingline Loans shall be held and applied to the satisfaction of the specific Swingline Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. (iii) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee)), or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of an Event of Default (and following application as provided in this Section 2.23 may be otherwise applied in accordance with Section 2.15), and (y) the Person providing Cash Collateral and the Swingline Lender may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That Defaulting Lender▇▇▇▇▇▇’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent in consultation with the Blackstone Credit Representative as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunderor the Collateral Agent hereunder or under the other Loan Documents; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender Issuers hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable any L/C Issuer or Swing Line LenderIssuer, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent Blackstone Credit Representative and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the applicable Lenders or any L/C Issuer or Swing Line Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable Lender or any L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i2.03(h). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each nonNon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04Section 2.03, the Pro Rata Share of each nonNon-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each nonNon-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, issued or arranged under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that nonNon-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the BorrowersBorrower, the Administrative Agent, the Swing Line Lender Blackstone Credit Representative and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Blackstone Credit Representative shall direct the Administrative Agent will to so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the applicable Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while that Lender ▇▇▇▇▇▇ was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender ▇▇▇▇▇▇ having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Requirements of Law: (ia) That Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as to the extent set forth in the definition of “Required Lenders” and Section 10.019.08; provided, however, a Defaulting Lender shall retain its voting rights where its outstanding Loans or Commitments are being extended or increased, where payments of outstanding interest and principal are being reduced or waived, or where the applicable interest rate thereon is being reduced or waived. (iib) Any Subject to Section 2.21(d), any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII VII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 10.09), 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender pro rata to the applicable L/C Issuer or Swing Line Lender any Issuing Bank hereunder; third, if so reasonably determined by to cash collateralize the Issuing Banks’ Revolving L/C Exposure and DSR L/C Exposure, as applicable, with respect to such Defaulting Lender in form and substance satisfactory to the Administrative Agent or reasonably requested by and the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of CreditIssuing Bank; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this AgreementAgreement and (y) cash collateralize pro rata the Issuing Banks’ future Revolving L/C Exposure and DSR L/C Exposure, as applicable, with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement in form and substance satisfactory to the Administrative Agent and the applicable Issuing Bank; sixth, to the payment of any amounts owing to the Lenders, Lenders or the applicable L/C Issuer or Swing Line Lender Issuing Banks as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, Lender or the applicable L/C Issuer or Swing Line Lender Issuing Banks against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that that, if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Disbursements in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waivedshare, such payment shall be applied solely to pay the Loans of, and L/C Borrowings Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Disbursements owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.17(a)(ii2.21(b) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto. (iiii) That No Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrowers Borrower shall not be required to pay any such fee Commitment Fee that otherwise would have been required to have been paid to that such Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (ivii) During Each Defaulting Lender shall be entitled to receive Revolving L/C Participation Fees and DSR L/C Participation Fees for any period in during which there that Lender is a Defaulting Lender, for purposes Lender only to the extent allocable to its applicable percentage of computing the stated amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant for which cash collateral has been provided in form and substance satisfactory to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender applicable Issuing Bank and the Borrower. (d) If the Loan Parties, the Administrative Agent and each L/C Issuer Issuing Bank agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line L/C Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that LenderCommitments under the applicable Facility, whereupon that such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Loan Parties while that Lender was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Lender’s having been a Defaulting Lender. (e) So long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no fronting exposure with respect to such Defaulting Lender after giving effect thereto. (f) For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, no Lender shall be under any obligation to assume any Commitment or Loan of a Defaulting Lender. (g) If a consent, waiver or vote of all Lenders is required for any action under the Loan Documents, or the consent or waiver of a Defaulting Lender is required pursuant to Section 2.21(a) or Section 9.08, then an affirmative consent, waiver or vote of the Defaulting Lender shall be deemed given if such Defaulting Lender does not provide a written response within twenty (20) days after the date of a written notice to the Defaulting Lender requesting such vote or consent. (h) To the extent that any Issuing Bank receives notice in writing from any Lender that such Lender does not intend to comply with its funding obligations, it shall promptly forward a copy of such notice to the Administrative Agent and the Borrower.

Defaulting Lenders. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreementcontrary, if any Lender becomes a Defaulting Lender, then, until then the following provisions shall apply for so long as such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (ia) That [Reserved]; (b) the Outstanding Amount of Term Loans of such Defaulting Lender’s right Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to approve or disapprove any amendment, waiver or other modification pursuant to Section 10.01); provided that (x) any waiver, amendment or modification of the type described in clause (a), (b) or (c) of the first proviso in Section 10.01 that would apply to the Obligations owing to such Defaulting Lender or (y) any waiver, amendment or modification (other than as described in the forgoing clause (x) requiring the consent of all Lenders or each affected Lender) which affects such Defaulting Lender disproportionally when compared to other affected Lenders, in each case, shall require the consent of such Defaulting Lender with respect to this Agreement shall be restricted as set forth in Section 10.01.the effectiveness of such waiver, amendment or modification with respect to the Obligations owing to such Defaulting Lender; (iic) Any any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixththird, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender Lenders as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventhfourth, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers any Loan Party as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers any Loan Party against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighthfifth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that that, if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waivedLoans, such payment shall be applied solely to pay the relevant Loans of, and L/C Borrowings owed to, all of the relevant non-Defaulting Lenders on a pro rata basis prior to being applied to in the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied manner set forth in this clause (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(ic). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Lawlaw: (i) That Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01the definition of Required Lenders. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section 8 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 10.09), 11.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: : (A) first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; ; (B) second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the applicable Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth; (C) third, if so determined by the Administrative Agent and the Borrowersapplicable Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement; sixth; (D) fourth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender Lenders as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; (E) fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), and (fF) or (g) existssixth, to the payment of any amounts owing to the Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, of all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that of such Defaulting LenderLender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii11.16(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Each Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) a Facility Fee for any period during which that Lender is a Defaulting Lender (and only to extent allocable to the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter sum of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the outstanding principal amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lenderfunded by it. (b) If the Borrowers, each Borrower and the Administrative Agent, the Swing Line Lender and each L/C Issuer Agent agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral)therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that LenderCommitments, whereupon that such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers any Borrower while that Lender was a Defaulting Lender; and provided further, further that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Lender’s having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Lawlaw: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01subsection 13.1. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section 10 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09subsection 13.7), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Issuing Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Issuing Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-an interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, Lenders or the applicable L/C Issuer or Swing Line Issuing Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, Lender or the applicable L/C Issuer or Swing Line Issuing Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Obligations in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings Obligations were made at a time when the conditions set forth in Section 4.02 subsection 7.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Obligations owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(iisubsection 2.19(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents heretoto the foregoing. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment facility fee pursuant to Section 2.09(asubsection 2.5(a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of (1) the Dollar Equivalent of the principal amount of the Loans funded by it and (2) its Revolving Credit Commitment Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to subsection 2.14, 2.19(a)(ii) or 5.1, as applicable (and the Borrowers Borrower shall (A) be required to pay to the Issuing Lender, as applicable, the amount of such fee allocable to its Fronting Exposure arising from that Defaulting Lender and (B) not be required to pay any the remaining amount of such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(isubsection 5.3(a). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 subsections 5.1 and 2.045.4(a), the Pro Rata Share “Revolving Credit Commitment Percentage” of each non-Defaulting Lender under a Revolving Tranche shall be determined computed without giving effect to the Revolving Credit Commitment under such Revolving Tranche of that Defaulting Lender; provided that provided, that, (i) each such reallocation shall be given effect unless an only if, at the date the applicable Lender becomes a Defaulting Lender, no Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount Dollar Equivalent of the principal amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the BorrowersBorrower, the Administrative Agent, Agent and the Swing Line Issuing Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Revolving Credit Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their ratable shares Revolving Credit Commitment Percentages (without giving effect to the application of Section 2.17(a)(ivsubsection 2.19(a)(iv)) in respect of that Lender), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while that Lender ▇▇▇▇▇▇ was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender ▇▇▇▇▇▇’s having been a Defaulting Lender. (c) If any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Defaulting Lender and the Administrative Agent, require such Defaulting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, subsection 13.6), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in subsection 13.6; (ii) such Defaulting Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under subsection 3.11) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) such assignment does not conflict with applicable laws; and (iv) such Defaulting Lender shall not be required to sign and deliver any assignment form in order for such assignment to become effective. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.019.08. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer Issuing Banks or Swing Line Swingline Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer Issuing Bank or Swing Line Swingline Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of CreditCredit or Swingline Loan; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default existshas occurred and is continuing), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released in order to (x) satisfy obligations of that such Defaulting Lender to fund Loans under this Agreement and (y) be held as Cash Collateral for funding obligations of such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.03; sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer Issuing Bank or Swing Line Swingline Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer Issuing Bank or Swing Line Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) existshas occurred and is continuing, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Disbursements in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings Disbursements were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings Disbursements owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Disbursements owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.26(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender), (y) shall not be entitled to receive any interest pursuant to Section 2.07 for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such interest that otherwise would have been required to have been paid to that Defaulting Lender) and (yz) shall be limited in its right to receive Letter of Credit fees Fees as provided in Section 2.03(i2.03(h). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each nonNon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.03 2.22 and 2.042.23, the “Pro Rata Share Percentage” of each non-Non- Defaulting Lender under a Lender’s Revolving Tranche Loans, L/C Exposure and Swingline Loans shall automatically be determined computed without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each nonNon-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Swingline Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that nonNon-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Loans under such Revolving Tranche of that Lender and (ii) each reallocation shall be given effect only to the extent it does not cause the Revolving Credit LenderExposure of the applicable Lender to exceed its Revolving Credit Commitments. (b) If the BorrowersBorrower, the Administrative Agent, the Swing Line Swingline Lender and each L/C Issuer the Issuing Banks agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares Pro Rata Percentage (without giving effect to the application of Section 2.17(a)(iv2.26(a)(iv)) in respect of that Lender), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees fees, or interest pursuant to Section 2.07, accrued or payments made by or on behalf of the Borrowers Borrower while that Lender was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Lender’s having been a Defaulting Lender. (c) At any time that there shall exist a Defaulting Lender, promptly upon the written request of the Administrative Agent (with respect to any or all Fronting Exposure) or any Issuing Bank or the Swingline Lender (solely with respect to such Person’s Fronting Exposure at such time), the Borrower shall deliver to the Administrative Agent Cash Collateral (or, in the case of Fronting Exposure with respect to Swingline Loans, repay such Swingline Loans) in an amount sufficient to cover all such Fronting Exposure that has not been reallocated pursuant to Section 2.26(a)(iv) (after giving effect to any Cash Collateral provided by the Defaulting Lender). For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of (i) the relevant Issuing Bank and the Appropriate Lenders, as collateral for any L/C Exposure or (ii) the Swingline Lender and the Appropriate Lenders, as collateral for the Obligations, cash, Cash Equivalents (if reasonably acceptable to the Administrative Agent and the relevant Issuing Bank or Swingline Lender, as applicable) or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank or Swingline Lender, as applicable (which documents are hereby consented to by the Appropriate Lenders). Derivatives of such term have corresponding meanings.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That Defaulting Lender▇▇▇▇▇▇’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.19(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Pro Rata Share Share” of each non-Defaulting Lender under a Revolving Credit Tranche shall be determined without giving effect to the Commitment under such Revolving Credit Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Credit Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Credit Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Credit Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Credit Tranche of that Revolving Credit Lender. Subject to Section 10.26, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting ▇▇▇▇▇▇’s increased exposure following such reallocation. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv2.19(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender ▇▇▇▇▇▇ was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender ▇▇▇▇▇▇ having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreementcontrary, if any Lender becomes is a Defaulting Lender, then, until then the following provisions shall apply to such time Lender for so long as that Lender is no longer it remains a Defaulting Lender, to the extent permitted by applicable Law: (ia) That fees shall cease to accrue pursuant to Section 2.10(1) on the unfunded portion of the Commitment of such Defaulting Lender’s right ; (b) the unfunded portion of the Commitments of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to approve any amendment or disapprove waiver pursuant to Section 9.2); provided that any amendment, waiver or amendment which affects such Defaulting Lender differently than other Lenders generally shall require the consent with respect to this Agreement shall be restricted as set forth in Section 10.01.of such Defaulting Lender; (iic) Any payment any amount owing by a Defaulting Lender to the Administrative Agent or another Lender that is not paid when due shall bear interest at the interest rate applicable to Loans denominated in the applicable currency during such period; (d) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender other amounts received than in respect of the assignment of such Defaulting Lender’s Loans and Commitments) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent for the in a segregated account and, subject to any applicable requirements of that Defaulting Lender (whether voluntary or mandatoryLaw, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: (i) first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; , (ii) second, pro rata, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the applicable L/C Issuer or Swing Line Lender Issuing Banks hereunder; , (iii) third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, (iv) fourth, held in such account as determined by cash collateral for future funding obligations of the Administrative Agent; Defaulting Lender under this Agreement (the amount of such cash collateral not to exceed the Commitments of such Defaulting Lender less the outstanding principal amount of such Defaulting Lender’s Loans), (v) fifth, if so determined by to the Administrative Agent and payment of any other amounts owing to the BorrowersLenders or the Issuing Banks hereunder, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; (vi) sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; , and (vii) seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment prepayment of the principal amount of any Loans or L/C Borrowings reimbursement obligations in respect of Letters of Credit with respect to which that a Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waivedparticipation obligations, such payment shall be applied solely to pay prepay the Loans of, and L/C Borrowings reimbursement obligations owed to, all non-Lenders other than Defaulting Lenders on a pro rata basis prior to being applied to the payment prepayment of any Loans ofLoans, or L/C Borrowings reimbursement obligations owed to, that any Defaulting Lender. Any payments, prepayments or other amounts paid or payable to ; and (e) if a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that is an Insolvent Defaulting Lender, any amount payable to such Defaulting Lender hereunder may (subject to applicable Laws), in lieu of being distributed pursuant to Section 2.19(d), be retained by the Administrative Agent to collateralize indemnification and each reimbursement obligations of such Defaulting Lender irrevocably consents heretohereunder in an amount determined by the Administrative Agent, acting reasonably. (f) if any Letters of Credit are outstanding at the time a Lender becomes a Defaulting Lender, then: (i) all or any part of the pro rata share of such Defaulting Lender in respect of the outstanding Letters of Credit shall be reallocated among the Revolving Credit Lenders which are not Defaulting Lenders (in this Section 2.19, “Non-Defaulting Lenders”) in accordance with their respective Revolving Credit Commitments, provided that any such reallocation shall not cause any Non-Defaulting Lender to exceed its Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within five (5) Business Days following notice by the Administrative Agent, cash collateralize for the benefit of the applicable Issuing Bank the Borrower’s obligations corresponding to such Defaulting Lender’s pro rata share of the outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(h), for so long as such Letters of Credit are outstanding; (iii) That Defaulting Lender upon any reallocation pursuant to clause (xi) shall not be entitled above, the fees payable to receive any commitment fee the Lenders pursuant to Section 2.09(a2.10(2) for shall be adjusted in accordance with such Non-Defaulting Lenders’ Revolving Credit Commitment; and (iv) if all or any period during which that portion of such Defaulting Lender’s pro rata share of the outstanding Letters of Credit is cash collateralized pursuant to clause (ii) above, then, without prejudice to any rights or remedies of the applicable Issuing Bank or any other Lender hereunder, all fees payable under Section 2.10(2) with respect to such Defaulting Lender’s pro rata share of the outstanding Letters of Credit shall be payable to such Issuing Bank. (g) so long as any Lender is a Defaulting Lender (and Lender, the Borrowers Issuing Bank shall not be required to pay issue, amend or increase any such fee Letter of Credit, unless it is satisfied that otherwise would have been required to have been paid to that the related exposure and the Defaulting Lender’s then outstanding pro rata share of the outstanding Letters of Credit will be 100% covered by the Revolving Credit Commitments of the Non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Sections 2.19(f)(ii) and (y) shall be limited h), and participating interests in its right to receive any such newly issued or increased Letter of Credit fees as provided shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.03(i2.19(f) (and such Defaulting Lender shall not participate therein).; (ivh) During any period if required by Section 2.19(f)(ii), the Borrower shall deposit in which there is a Defaulting Lenderan account with the Administrative Agent, in the name of the Administrative Agent and for purposes the benefit of computing the Revolving Credit Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the aggregate amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant which has not been reallocated in accordance with Section 2.19(f)(ii) as of such date (as may be reduced from time to Sections 2.03 time) plus accrued and 2.04unpaid interest thereon. Alternatively, the Pro Rata Share Borrower may, at its option, provide to the Administrative Agent and for the benefit of each non-Defaulting Lender under the Lenders a Revolving Tranche letter of credit in the required amount in form and substance satisfactory to the Administrative Agent and issued by a financial institution acceptable to the Administrative Agent, acting reasonably (it being understood that any such letter of credit shall not be a Letter of Credit issued hereunder). Any such deposit or letter of credit shall be determined without giving effect to held by the Commitment Administrative Agent as collateral for the payment and performance of the Secured Liabilities of the Borrower under the Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such Revolving Tranche account or letter of that Defaulting Lender; provided that (i) each credit. Other than any interest earned on the investment of such reallocation deposits, which investments shall be given effect unless an Event made at the option and sole discretion of Default exists; the Administrative Agent and (ii) at the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquireBorrower’s risk and expense, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche deposits shall not exceed the positive differencebear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account (or any such letter of (1credit provided in lieu of cash collateral) shall be applied by the Commitment under such Revolving Tranche Administrative Agent to reimburse the applicable Issuing Bank for outstanding Letters of that non-Defaulting Lender minus (2) Credit for which it has not been reimbursed and, to the aggregate Outstanding Amount extent not so applied, shall be held for the satisfaction of the Loans under reimbursement obligations of the Borrower for the outstanding Letters of Credit at such Revolving Tranche time, until the expiry date of that Revolving such Letters of Credit Lender.(in which case, to the extent such Letters of Credit are undrawn when they expire, the funds shall be returned to the Borrower); and (bi) If the Borrowers, if the Administrative Agent, the Swing Line Lender Borrower, and the applicable Issuing Bank each L/C Issuer agree in writing in their sole discretion agrees that a Defaulting Lender should no longer be deemed has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Administrative Agent will so notify the parties hereto, whereupon as LC Exposure of the effective Revolving Credit Lenders shall be readjusted to reflect the inclusion of such Revolving Credit Lender’s Commitment and on such date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Revolving Credit Lender will, to shall purchase at par such of the extent applicable, purchase that portion of outstanding Loans of the other Revolving Credit Lenders or take such other actions as the Administrative Agent shall determine may reasonably determine to be necessary in order for such Revolving Credit Lender to cause the hold such Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; its Commitment. provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while that Lender was a Defaulting Lender; and provided further, that (ii) except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Lender’s having been a Defaulting Lender; and (j) no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. Sections 2.19(f), (g), (h), (i) and (j) apply, mutatis mutandis, to the extent there is any Defaulting Lender under the Additional LC Credit. No Commitment of any other Revolving Credit Lender or Additional LC Lender, as applicable, in this Section 2.19 shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by the Borrower of its obligations hereunder and the other Loan Documents shall not be excused or otherwise modified as a result of any Lender becoming a Defaulting Lender. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies which the Borrower may have against such Defaulting Lender as a result of it becoming a Defaulting Lender and which the Administrative Agent or any other Lender may have against such Defaulting Lender with respect thereto.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Lawlaw: (i) That Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.0111.01. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII IX or otherwise, and including any amounts made available to the Administrative Agent by that such Defaulting Lender pursuant to Section 10.0911.09), shall be applied at such time or times as may be reasonably determined by the Administrative Agent as follows: follows (and, in any case, when due): first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the applicable L/C Issuer or any Issuer, Swing Line Lender or Fronting Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or any Issuer, Swing Line Lender or Fronting Lender, to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swing Line Loan or Loan, Letter of CreditCredit or Fronted Offshore Currency Loan; fourth, as the Borrower Representative (on behalf of the Borrowers) Company may request (so long as no Default or Event of Specified Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersCompany, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the LendersLenders or any Issuer, the applicable L/C Issuer or Swing Line Lender or Fronting Lender as a result of any non-appealable final and nonappealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Issuer, Swing Line Lender or Fronting Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Specified Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Company as a result of any non-appealable final and nonappealable judgment of a court of competent jurisdiction obtained by the Borrowers Company against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii3.12(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Such Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a2.14(b) for any period during which that such Lender is a Defaulting Lender (and the Borrowers Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that such Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees Fees as provided in Section 2.03(i)3.08. (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Credit, Swing Line Loans or Fronted Offshore Currency Loans pursuant to Sections 2.03 this Article III, Section 2.05 and 2.04Section 2.07, the Pro Rata Share “Revolving Percentage” of each non-Defaulting Lender under a Revolving Tranche shall be determined computed without giving effect to the Revolving Commitment under of such Revolving Tranche of that Defaulting Lender; provided that (ix) each such reallocation shall be given effect unless an only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; , and (iiy) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issuedCredit, and Swing Line Loans incurred, under such Revolving Tranche and Fronted Offshore Currency Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment under of such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Revolving Loans under of such Revolving Tranche of that Revolving Credit Lender. (b) The Agent agrees to promptly notify the Company upon any Lender’s becoming a Defaulting Lender (but the Agent shall have no liability for any failure to give, or any delay in giving, any such notice). If the BorrowersCompany, the Administrative Agent, the Issuers, the Swing Line Lender Lenders and each L/C Issuer the Fronting Lenders agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will promptly so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that such Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Credit, Swing Line Loans and Fronted Offshore Currency Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares Revolving Percentages (without giving effect to the application of Section 2.17(a)(iv3.12(a)(iv) as to such Lender)) in respect of that Lender, whereupon that such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Company while that such Lender was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender such Lender’s having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreementcontrary, if any Lender becomes a Defaulting Lender, then, until then the following provisions shall apply for so long as such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (ia) That fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.10(b) (it being understood, for the avoidance of doubt, that the Borrower shall have no obligation to retroactively pay such fees after such Lender ceases to be a Defaulting Lender’s right ); (b) the Revolving Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or the Majority in Interest have taken or may take any action hereunder (including any consent to approve or disapprove any amendment, waiver or other modification pursuant to Section 9.02); provided that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent with respect to this Agreement shall be restricted as set forth in Section 10.01.of such Lender or each Lender affected thereby; (iic) Any any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII 7 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 10.09), Article 8 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, Agreement as determined by the Administrative Agent; fifththird, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement; sixthfourth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender Lenders as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighthsixth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings LC Disbursements in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waivedshare, such payment shall be applied solely to pay the Loans of, and L/C Borrowings LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings LC Disbursements owed to, that such Defaulting LenderLender until such time as all Loans are held by the Lenders pro rata in accordance with the Revolving Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.17(a)(ii2.21(c) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.; (d) if any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then: (i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentage but only to the extent the sum of all non-Defaulting Lenders’ Revolving Exposure plus such Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments; provided that each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.22 for so long as such LC Exposure is outstanding; (iii) That if the Borrower cash collateralizes any portion of such Defaulting Lender (x) shall not be entitled to receive any commitment fee Lender’s LC Exposure pursuant to Section 2.09(aclause (ii) for any period during which that Lender is a Defaulting Lender (and above, the Borrowers Borrower shall not be required to pay any fees to such fee that otherwise would have been required Defaulting Lender pursuant to have been paid Section 2.10(c) with respect to that such Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i).’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized; (iv) During if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.10(b) and Section 2.10(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and (v) if all or any period in which there portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all fees payable under Section 2.10(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and (e) so long as such Lender is a Defaulting Lender, for purposes no Swingline Lenders shall be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of computing Credit, unless it is satisfied that the amount related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Revolving Commitments of the obligation of each non-Defaulting Lender to acquireLenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.21(d), refinance and participating interests in any newly made Swingline Loan or fund participations in Letters newly issued or increased Letter of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.21(d)(i) (and such Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that not participate therein). If (i) each a Bankruptcy Event with respect to a Lender Parent of any Lender shall occur following the Closing Date and for so long as such reallocation event shall be given effect unless an Event of Default exists; and continue or (ii) any Swingline Lender or Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, no Swingline Lender shall be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless Swingline Lenders or the aggregate obligation Issuing Banks, as the case may be, shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Issuing Bank to defease any risk to it in respect of each non-Defaulting such Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed hereunder. In the positive difference, if any, of (1) the Commitment under such Revolving Tranche of event that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Borrower, each Swingline Lender and each L/C Issuer agree in writing in their sole discretion Issuing Bank each agrees that a Defaulting Lender should no longer be deemed has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Administrative Agent will so notify the parties hereto, whereupon as Swingline Exposure and LC Exposure of the effective Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to shall purchase at par such of the extent applicable, purchase that portion of outstanding Revolving Loans of the other Lenders or take such (other actions than Swingline Loans) as the Administrative Agent shall determine may reasonably determine to be necessary in order for such Lender to cause the hold such Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lenderits Applicable Percentage.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer Issuers or Swing Line Swingline Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the any applicable L/C Issuer or Swing Line LenderIssuer, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default shall have occurred and be continuing or Event of Default existswould result therefrom), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest noninterest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts then due and owing to the Lenders, the applicable L/C Issuer Issuers or Swing Line the Swingline Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the any applicable L/C Issuer or Swing Line the Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default shall have occurred and be continuing or Event of Default pursuant to Sections 8.01(a), (f) or (g) existswould result therefrom, to the payment of any amounts then due and owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans, Swingline Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans, Swingline Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.19(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.19(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i2.03(h). (iv) During any period in which there is a Defaulting LenderLender with Revolving Credit Commitments, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and or Swingline Loans pursuant to Section 2.04, the “Pro Rata Share Share” of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Revolving Credit Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of only if, at the date the applicable Lender becomes a Defaulting Lender, no Default existsshall have occurred and be continuing or would result therefrom; and (ii) the aggregate obligation of each non-Defaulting Lender under a any Tranche of Revolving Tranche Credit Commitments to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Swingline Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Credit Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the BorrowersBorrower, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of the applicable outstanding Loans of the other Revolving Credit Lenders under each relevant Tranche or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Revolving Credit Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv2.19(a)(iv)) in respect of that Lender), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while that Lender was a Defaulting Lender; and provided provided, further, that that, subject to Section 10.24 or except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Lawlaw: (ia) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any payment of principal, interest, fees principal or other amounts (other than those described in Section 2.20(b)) received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section 7 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.099.7), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Swingline Lender and any Issuing Lender hereunder; third, if so reasonably requested by the Swingline Lender if Swingline loans are outstanding or any Issuing Lender with a Letter of Credit outstanding or with unreimbursed drawings owing under a Letter of Credit, to be held as cash collateral in respect of such Defaulting Lender’s Percentage of such Swingline Loans and L/C Obligations; fourth, if so determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer Swingline Lender or Swing Line any Issuing Lender, to be held as Cash Collateral cash collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Swingline Loan or Letter of CreditL/C Obligations; fourthfifth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifthsixth, if so determined by the Borrower with the consent of the Administrative Agent and the BorrowersAgent, not to be unreasonably withheld, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixthseventh, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer Swingline Lender or Swing Line any Issuing Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer Swingline Lender or Swing Line any Issuing Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventheighth, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighthninth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings unreimbursed drawings under Letters of Credit in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, unreimbursed drawings under Letters of Credit of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, of that Defaulting LenderLender or participating interests of that Defaulting Lender in unreimbursed drawings under Letters of Credit. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.17(a)(ii2.20(a) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.; (iiib) That that Defaulting Lender (x) shall not be entitled to receive (i) any commitment facility fee pursuant to Section 2.09(a2.6(a) for any period during which that Lender is a Defaulting Lender only to the extent allocable to the sum of (1) the outstanding principal amount of Loans funded by it and (2) the principal amount of the Swingline Loans and the Percentage of L/C Obligations for which it has provided cash collateral pursuant to 2.20(a) (and the Borrowers Borrower shall (x) be required to pay to the Swingline Lender and Issuing Lenders with Letters of Credit outstanding, as applicable, the amount of such fee allocable to its fronting of Extensions of Credit arising from that Defaulting Lender and (y) not be required to pay any the remaining amount of such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (yii) shall be limited interest on Loans and Participation Amounts funded by such Lender prior to the period in its right to receive Letter of Credit fees as provided which such Lender became a Defaulting Lender or during the period in Section 2.03(i).which such Lender is a Defaulting Lender; (ivc) During during any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Swingline Loans pursuant to Section 2.5 and Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04Section 3.4, the Pro Rata Share Percentage of each non-Defaulting Lender under a Revolving Tranche shall be determined computed without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that provided, that, (i) each such reallocation shall be given effect unless an only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, Swingline Loans and Swing Line Loans incurred, under such Revolving Tranche L/C Obligations shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the outstanding Loans under such Revolving Tranche of that Revolving Credit Lender and that Lender.’s Percentage of L/C Obligations; (bd) if the reallocation described in paragraph (c) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (after giving effect to any partial reallocation pursuant to paragraph (c) above) deposit cash with the Administrative Agent as collateral to secure such Defaulting Lender’s Percentage of any outstanding L/C Obligations for so long as any such L/C Obligation are outstanding; and (e) that Defaulting Lender’s right to approve or disapprove any amendment, supplement, modification, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.1. If the BorrowersBorrower, the Administrative Agent, the Swing Line Swingline Lender and each L/C Issuer agree Issuing Lender reasonably determine in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral)therein, that Lender will, to the extent applicable, purchase that portion of outstanding Loans and Participation Amounts of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Swingline Loans and Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares Percentages (without giving effect to the application of Section 2.17(a)(iv2.20(c)) in respect of that Lender), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while that Lender was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Lender’s having been a Defaulting Lender. Cash collateral held by the Administrative Agent to reduce Fronting Exposure shall be released to the applicable Lender promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 9.6)); (ii) the Administrative Agent’s good faith determination that there exists excess cash collateral; and (iii) the termination of the Commitment Period and the repayment in full of all outstanding Loans and L/C Obligations.

Defaulting Lenders. (a) Notwithstanding anything to In the contrary contained in this Agreementevent that, if at any one time, (i) any Lender becomes shall be a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any such Defaulting Lender shall owe a Defaulted Amount to any Agent or any of the other Lenders and (iii) the Borrower shall make any payment of principal, interest, fees hereunder or under any other amounts received by Loan Document to the Administrative Agent for the account of that such Defaulting Lender, then the Administrative Agent may, on its behalf or on behalf of such other Agents or such other Lenders and to the fullest extent permitted by applicable law, apply at such time the amount so paid by the Borrower to or for the account of such Defaulting Lender to the payment of each such Defaulted Amount to the extent required to pay such Defaulted Amount. In the event that the Administrative Agent shall so apply any such amount to the payment of any such Defaulted Amount on any date, the amount so applied by the Administrative Agent shall constitute for all purposes of this Agreement and the other Loan Documents payment, to such extent, of such Defaulted Amount on such date. Any such amount so applied by the Administrative Agent shall be retained by the Administrative Agent or distributed by the Administrative Agent to such other Agents or such other Lenders, ratably in accordance with the respective portions of such Defaulted Amounts payable at such time to the Administrative Agent, such other Agents and such other Lenders and, if the amount of such payment made by the Borrower shall at such time be insufficient to pay all Defaulted Amounts owing at such time to the Administrative Agent, such other Agents and such other Lenders, in the following order of priority: (whether voluntary or mandatoryi) first, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent for any Defaulted Amounts then owing to the Administrative Agent hereunder; and (ii) second, to any other Lenders for any Defaulted Amounts then owing to such other Lenders, ratably in accordance with such respective Defaulted Amounts then owing to such other Lenders. Any portion of such amount paid by that the Borrower for the account of such Defaulting Lender remaining, after giving effect to the amount applied by the Administrative Agent pursuant to Section 10.09this subsection (b), shall be applied at such time or times as may be determined by the Administrative Agent as follows: specified in subsection (b) of this Section 2.12. (b) In the event that, at any one time, (i) any Lender shall be a Defaulting Lender, (ii) such Defaulting Lender shall not owe a Defaulted Amount and (iii) the Borrower, any Agent or any other Lender shall be required to pay or distribute any amount hereunder or under any other Loan Document to or for the account of such Defaulting Lender, then the Borrower or such Agent or such other Lender shall pay such amount to the Administrative Agent to be held by the Administrative Agent, to the fullest extent permitted by applicable law, in escrow or the Administrative Agent shall, to the fullest extent permitted by applicable law, hold in escrow such amount otherwise held by it. Any funds held by the Administrative Agent in escrow under this subsection (b) shall be deposited by the Administrative Agent in a segregated account, in the name and under the control of the Administrative Agent, but subject to the provisions of this subsection (b). The terms applicable to such account, including the rate of interest payable with respect to the credit balance of such account from time to time, shall be customary terms applicable to escrow accounts maintained with financial institutions. Any interest credited to such account from time to time shall be held by the Administrative Agent in escrow under, and applied by the Administrative Agent from time to time in accordance with the provisions of, this subsection (b). The Administrative Agent shall, to the fullest extent permitted by applicable law, apply all funds so held in escrow from time to time to the extent necessary to make any Advances required to be made by such Defaulting Lender and to pay any amount payable by such Defaulting Lender hereunder and under the other Loan Documents to the Administrative Agent or any other Lender, as and when such Advances or amounts are required to be made or paid and, if the amount so held in escrow shall at any time be insufficient to make and pay all such Advances and amounts required to be made or paid at such time, in the following order of priority: (i) first, to the payment of Administrative Agent for any amounts owing then due and payable by that such Defaulting Lender to the Administrative Agent hereunder; ; (ii) second, to the payment on a pro rata basis of any amounts owing other Lenders for any amount then due and payable by that such Defaulting Lender to the applicable L/C Issuer or Swing Line Lender such other Lenders hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation ratably in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent accordance with such respective amounts then due and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.such other Lenders; and (iii) That third, to the Borrower for any Advance then required to be made by such Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for a Commitment of such Defaulting Lender. In the event that any period during which Lender that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay shall, at any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lendertime, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed cease to be a Defaulting Lender, any funds held by the Administrative Agent will so notify in escrow at such time with respect to such Lender shall be distributed by the parties hereto, whereupon as Administrative Agent to such Lender and applied by such Lender to the Obligations owing to such Lender at such time under this Agreement and the other Loan Documents ratably in accordance with the respective amounts of such Obligations outstanding at such time. (c) The rights and remedies against a Defaulting Lender under this Section 2.12 are in addition to other rights and remedies that the effective date specified in Borrower may have against such notice Defaulting Lender and subject to that any conditions set forth therein (which Agent or any Lender may include arrangements have against such Defaulting Lender with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting LenderDefaulted Amount.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Applicable Law: (i) That such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01.12.1; (ii) Any any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Swingline Lender hereunderunder Section 2.20(a) for which the Swingline Lender has not otherwise been reimbursed in accordance with the terms hereof; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Swingline Lender, to be held as Cash Collateral for future funding cash collateral and released in order to satisfy obligations of that Defaulting Lender of any participation to fund future participations in any Swing Line Loan or Letter of CreditSwingline Advances under this Agreement; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans future Advances under this Agreement; sixth, to the payment of any amounts owing to the Lenders, other Lenders or the applicable L/C Issuer or Swing Line Swingline Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, Lender or the applicable L/C Issuer or Swing Line Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans Advances or L/C Borrowings funded participations in Swingline Advances in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waivedshare, such payment shall be applied solely to pay the Loans of, Advances and L/C Borrowings owed to, funded participations in Swingline Advances of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans ofAdvances, or L/C Borrowings owed tofunded participations in Swingline Advances, that of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.17(a)(ii) 2.17 shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.; (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans Swingline Advances pursuant to Sections 2.03 and 2.04Section 2.20, the “Pro Rata Share Share” of each non-Defaulting Lender under a Revolving Tranche shall be determined computed without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (ix) each such reallocation shall be given effect unless an Event of Default exists; and (ii) only if the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche Swingline Advances shall not exceed the positive difference, if any, of (1A) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2B) the aggregate Outstanding Amount outstanding principal amount of the Loans under such Revolving Tranche Advances of that Revolving Credit ▇▇▇▇▇▇; and (iv) such Defaulting Lender shall not be entitled to receive any Non-Usage Fee for any period during which that Lender is a Defaulting Lender (and under no circumstance shall the Borrower retroactively be or become required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender). (b) If the Borrowers, Administrative Agent and the Administrative Agent, the Swing Line Swingline Lender and each L/C Issuer agree in writing determine in their respective sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), that such Lender will, to the extent applicable, purchase that portion of outstanding Loans Advances of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans Advances to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that LenderLenders, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while that Lender was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreementcontrary, if any Lender becomes a Defaulting Lender, then, until then the following provisions shall apply for so long as such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (ia) That fees shall cease to accrue on the unused Commitment of such Defaulting Lender’s right Lender pursuant to approve Section 2.12(a); (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or disapprove may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent with respect to this Agreement shall be restricted as set forth in Section 10.01.of all Lenders or each affected Lender; (iic) Any [Reserved] (d) [Reserved]; and (e) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII VI or otherwise, and including any amounts made available to the Administrative Agent by that such Defaulting Lender pursuant to Section 10.099.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifththird, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy potential future obligations of that such Defaulting Lender to fund Loans and other obligations under this Agreement; sixthfourth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender Lenders as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighthsixth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is the Borrower makes a payment of the principal amount of any Loans or L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, then such payment shall be applied solely to pay the relevant Loans of, and L/C Borrowings owed to, all of the relevant non-Defaulting Lenders on a pro rata basis prior to being applied to in the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lendermanner set forth in this Section 2.20(e). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which . In the event that Lender is a Defaulting Lender (the Administrative Agent and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of Borrower each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed has adequately remedied all matters that caused such Lender to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as then on such date such Lender shall purchase at par such of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent shall determine may reasonably determine to be necessary in order for such Lender to cause the hold such Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no its Applicable Percentage. No adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while that such Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreementcontrary, if any Lender becomes a Defaulting Lender, then, until then the following provisions shall apply for so long as such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01.[reserved]; (ii) Any the Commitment and Loans of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 11.06); provided that any waiver, amendment or modification that would (A) increase the Commitment of such Defaulting Lender or subject such Defaulting Lender to any additional obligations, (B) reduce the principal of, or interest on, the Loans made by such Defaulting Lender or (C) postpone any date fixed for any payment of principal of, or interest on, the Loans made by such Defaulting Lender (which, for avoidance of doubt, shall not include forbearing from exercising remedies as a result thereof), shall require the consent of such Defaulting Lender; and (iii) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or other amounts received otherwise and including any amount that would otherwise be payable to such Defaulting Lender) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent for the in a segregated account and, subject to any applicable requirements of that Defaulting Lender (whether voluntary or mandatorylaw, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as followsAgent, in the following order of priority: (A) first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; , (B) second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), ) to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth(C) third, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit such account and released in order to satisfy as cash collateral for future funding obligations of that the Defaulting Lender to fund in respect of any Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventhand (D) fourth, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the BorrowersThe Borrower may, by ten (10) Business Days’ notice in writing to the Administrative Agent, the Swing Line Lender Agent and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, (i) request such Defaulting Lender to cooperate with the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified Borrower in obtaining a Replacement Lender for such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; (ii) request the non-Defaulting Lenders to acquire and assume all or a portion of such Defaulting Lender’s Loans and Commitment (provided that no adjustments will none of such Lenders shall be made retroactively with respect obligated to fees accrued do so); or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.(iii)

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent Collateral Custodian for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Facility Agent and advised to the Collateral Custodian in writing as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Facility Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default existsor Unmatured Event of Default exists (except to the extent caused by such Defaulting Lender, as determined by the Borrower in its sole discretion)), to the funding of any Loan Advance in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Servicer, the Facility Agent or the Collateral Agent; fifththird, if so determined by the Administrative Facility Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans future Advances under this Agreement; sixthfourth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender other Lenders as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, so long as no Default or Event of Default pursuant or Unmatured Event of Default exists (except to Sections 8.01(athe extent caused by such Defaulting Lender, as determined by the Facility Agent in its sole discretion), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighthsixth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Advances in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waivedshare, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, Advances of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Advances of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.17(a)(ii) 2.9 shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.; and (iiiii) That for any period during which such Lender is a Defaulting Lender, such Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) Undrawn Fee for any period during which that Lender is a Defaulting Lender (and under no circumstance shall the Borrowers shall not Borrower retroactively be or become required to pay any such fee that otherwise would have been required to have been paid to that such Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, Facility Agent and the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing Borrower determine in their respective sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Facility Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), that such Lender will, to the extent applicable, purchase that portion of Advances outstanding Loans of the other Lenders or take such other actions as the Administrative Facility Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans Advances to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that LenderLenders, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while that Lender was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Lender’s having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Lawlaw: (ia) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any payment of principal, interest, fees or other amounts (other than those described in Section 2.20(b)) received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section 7 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.099.7), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Swingline Lender and any Issuing Lender hereunder; third, if so reasonably requested by the Swingline Lender if Swingline loans are outstanding or any Issuing Lender with a Letter of Credit outstanding or with unreimbursed drawings owing under a Letter of Credit, to be held as cash collateral in respect of such Defaulting Lender’s Percentage of such Swingline Loans and L/C Obligations; fourth, if so determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer Swingline Lender or Swing Line any Issuing Lender, to be held as Cash Collateral cash collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Swingline Loan or Letter of CreditL/C Obligations; fourthfifth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifthsixth, if so determined by the Borrower with the consent of the Administrative Agent and the BorrowersAgent, not to be unreasonably withheld, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixthseventh, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer Swingline Lender or Swing Line any Issuing Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer Swingline Lender or Swing Line any Issuing Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventheighth, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighthninth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings unreimbursed drawings under Letters of Credit in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, unreimbursed drawings under Letters of Credit of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, of that Defaulting LenderLender or participating interests of that Defaulting Lender in unreimbursed drawings under Letters of Credit. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.17(a)(ii2.20(a) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.; (iiib) That that Defaulting Lender (x) shall not be entitled to receive (i) any commitment facility fee pursuant to Section 2.09(a2.6(a) for any period during which that Lender is a Defaulting Lender only to the extent allocable to the sum of (1) the outstanding principal amount of Loans funded by it and (2) the principal amount of the Swingline Loans and the Percentage of L/C Obligations for which it has provided cash collateral pursuant to 2.20(a) (and the Borrowers Borrower shall (x) be required to pay to the Swingline Lender and Issuing Lenders with Letters of Credit outstanding, as applicable, the amount of such fee allocable to its fronting of Extensions of Credit arising from that Defaulting Lender and (y) not be required to pay any the remaining amount of such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (yii) shall be limited interest on Loans and Participation Amounts funded by such Lender prior to the period in its right to receive Letter of Credit fees as provided which such Lender became a Defaulting Lender or during the period in Section 2.03(i).which such Lender is a Defaulting Lender; (ivc) During during any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Swingline Loans pursuant to Section 2.5 and Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04Section 3.4, the Pro Rata Share Percentage of each non-Defaulting Lender under a Revolving Tranche shall be determined computed without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that provided, that, (i) each such reallocation shall be given effect unless an only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, Swingline Loans and Swing Line Loans incurred, under such Revolving Tranche L/C Obligations shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the outstanding Loans under such Revolving Tranche of that Revolving Credit Lender and that Lender.’s Percentage of L/C Obligations; (bd) if the reallocation described in paragraph (c) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (after giving effect to any partial reallocation pursuant to paragraph (c) above) deposit cash with the Administrative Agent as collateral to secure such Defaulting Lender’s Percentage of any outstanding L/C Obligations for so long as any such L/C Obligation are outstanding; and (e) that Defaulting Lender’s right to approve or disapprove any amendment, supplement, modification, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 10.1. If the BorrowersBorrower, the Administrative Agent, the Swing Line Swingline Lender and each L/C Issuer agree Issuing Lender reasonably determine in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans and Participation Amounts of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Swingline Loans and Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares Percentages (without giving effect to the application of Section 2.17(a)(iv2.20(c)) in respect of that Lender), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while that Lender was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Lender’s having been a Defaulting Lender. Cash collateral held by the Administrative Agent to reduce Fronting Exposure shall be released to the applicable Lender promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.6)); (ii) the Administrative Agent’s good faith determination that there exists excess cash collateral; and (iii) the termination of the Commitment Period and the repayment in full of all outstanding Loans and L/C Obligations.

Defaulting Lenders. (a) Notwithstanding anything to In the contrary contained in this Agreementevent that, if at any one time, (i) any Lender becomes shall be a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any such Defaulting Lender shall owe a Defaulted Amount to the Administrative Agent, the Issuing Lender or any of the other Lenders and (iii) the Borrower shall make any payment of principal, interest, fees hereunder or under any other amounts received by Loan Document to the Administrative Agent for the account of that such Defaulting Lender, then the Administrative Agent may, on its behalf or on behalf of the Issuing Lender or such other Lender and to the fullest extent permitted by applicable law, apply at such time the amount so paid by the Borrower to or for the account of such Defaulting Lender to the payment of each such Defaulted Amount to the extent required to pay such Defaulted Amount. In the event that the Administrative Agent shall so apply any such amount to the payment of any such Defaulted Amount on any date, the amount so applied by the Administrative Agent shall constitute for all purposes of this Agreement and the other Loan Documents payment, to such extent, of such Defaulted Amount on such date. Any such amount so applied by the Administrative Agent shall be retained by the Administrative Agent or distributed by the Administrative Agent to the Issuing Lender and the other Lenders, ratably in accordance with the respective portions of such Defaulted Amounts payable at such time to the Administrative Agent, the Issuing Lender and the other Lenders and, if the amount of such payment made by the Borrower shall at such time be insufficient to pay all Defaulted Amounts owing at such time to the Administrative Agent, the Issuing Lender and the other Lenders, in the following order of priority: (whether voluntary or mandatory1) first, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent for any Defaulted Amount then owing to the Administrative Agent; and (2) second, to the Issuing Lender or any other Lenders for any Defaulted Amounts then owing to the Issuing Lender or any other Lenders, ratably in accordance with such respective Defaulted Amounts then owing to the Issuing Lender or such other Lenders. Any portion of such amount paid by that the Borrower for the account of such Defaulting Lender remaining, after giving effect to the amount applied by the Administrative Agent pursuant to Section 10.09this subsection (a), shall be applied at such time or times as may be determined by the Administrative Agent as follows: specified in subsection (b) of this Section 2.24. (b) In the event that, at any one time, (i) any Lender shall be a Defaulting Lender, (ii) such Defaulting Lender shall not owe a Defaulted Loan or a Defaulted Amount and (iii) the Borrower, the Administrative Agent, the Issuing Lender or any other Lender shall be required to pay or distribute any amount hereunder or under any other Loan Document to or for the account of such Defaulting Lender, then the Borrower, the Issuing Lender or such other Lender shall pay such amount to the Administrative Agent to be held by the Administrative Agent, to the fullest extent permitted by applicable law, in escrow or the Administrative Agent shall, to the fullest extent permitted by applicable law, hold in escrow such amount otherwise held by it. Any funds held by the Administrative Agent in escrow under this subsection (b) shall be deposited by the Administrative Agent in an account with the Administrative Agent, in the name and under the control of the Administrative Agent, but subject to the provisions of this subsection (b). The terms applicable to such account, including the rate of interest payable with respect to the credit balance of such account from time to time, shall be the Administrative Agent's standard terms applicable to escrow accounts maintained with it. Any interest credited to such account from time to time shall be held by the Administrative Agent in escrow under, and applied by the Administrative Agent from time to time in accordance with the provisions of, this subsection (b). The Administrative Agent shall, to the fullest extent permitted by applicable law, apply all funds so held in escrow from time to time to the extent necessary to make any Loans required to be made by such Defaulting Lender and to pay any amount payable by such Defaulting Lender hereunder and under the other Loan Documents to the Administrative Agent, the Issuing Lender or any other Lender, as and when such Loans or amounts are required to be made or paid and, if the amount so held in escrow shall at any time be insufficient to make and pay all such Loans and amounts required to be made or paid at such time, in the following order of priority: (1) first, to the payment of Administrative Agent for any amounts owing amount then due and payable by that such Defaulting Lender to the Administrative Agent hereunder; ; (2) second, to the payment on a pro rata basis of Issuing Lender or any amounts owing other Lender for any amount then due and payable by that such Defaulting Lender to the applicable L/C Issuer Issuing Lender or Swing Line such other Lender hereunder, ratably in accordance with such respective amounts then due and payable to the Issuing Lender and such other Lenders; and (3) third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of Borrower for any Loan in respect of which that then required to be made by such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment a Commitment of any amounts owing to the Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting In the event that any Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay shall, at any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lendertime, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed cease to be a Defaulting Lender, any funds held by the Administrative Agent will so notify in escrow at such time with respect to such Lender shall be distributed by the parties hereto, whereupon as Administrative Agent to such Lender and applied by such Lender to the Obligations owing to such Lender at such time under this Agreement and the other Loan Documents ratably in accordance with the respective amounts of such Obligations outstanding at such time. (c) The rights and remedies against a Defaulting Lender under this Section 2.24 are in addition to other rights and remedies that the effective date specified in Borrower may have against such notice and subject to any conditions set forth therein (which may include arrangements Defaulting Lender with respect to any Cash Collateral), Defaulted Loan and that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent or any Lender may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that have against such Defaulting Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting LenderDefaulted Amount.

Defaulting Lenders. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreementcontrary, if any Lender becomes a Defaulting Lender, then, until then the following provisions shall apply for so long as such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (ia) That fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.3(a) (it being understood, for the avoidance of doubt, that the Parent Borrower shall have no obligation to retroactively pay such fees after such Lender ceases to be a Defaulting Lender’s right ); (b) the Revolving Commitment and Revolving Extensions of Credit of such Defaulting Lender shall not be included in determining whether the Required Lenders or the Supermajority Lenders have taken or may take any action hereunder (including any consent to approve or disapprove any amendment, waiver or other modification pursuant to Section 10.1); provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent with respect to this Agreement shall be restricted as set forth in Section 10.01.of such Lender or each Lender affected thereby; (iic) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section 8 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 10.09), 10.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Parent Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifththird, if so determined by the Administrative Agent and the BorrowersParent Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement; sixthfourth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender Lenders as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers a Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers such Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighthsixth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that of such Defaulting LenderLender until such time as all Loans are held by the Lenders pro rata in accordance with the Revolving Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.17(a)(ii2.18(c) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.; (d) if any L/C Exposure exists at the time such Lender becomes a Defaulting Lender then: (i) all or any part of the L/C Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Revolving Percentages but only to the extent the sum of all non-Defaulting Lenders’ Revolving Extensions of Credit plus such Defaulting Lender’s L/C Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Lenders only such Borrower’s obligations corresponding to such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above), if any, in accordance with the procedures set forth in Section 3.9 for so long as such L/C Exposure is outstanding; (iii) That if a Borrower cash collateralizes any portion of such Defaulting Lender (x) shall not be entitled to receive any commitment fee Lender’s L/C Exposure pursuant to Section 2.09(aclause (ii) for any period during which that Lender is a Defaulting Lender (and the Borrowers above, such Borrower shall not be required to pay any fees to such fee that otherwise would have been required Defaulting Lender pursuant to have been paid Section 3.3(a) with respect to that such Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i).’s L/C Exposure during the period such Defaulting Lender’s L/C Exposure is cash collateralized; (iv) During if the L/C Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.3(a) and Section 3.3(a) shall be adjusted in accordance with such non-Defaulting Lenders’ Revolving Percentages; and (v) if all or any period in which there portion of such Defaulting Lender’s L/C Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Lenders or any other Lender hereunder, all fees payable under Section 3.3(a) with respect to such Defaulting Lender’s L/C Exposure shall be payable to the applicable Issuing Lenders until and to the extent that such L/C Exposure is reallocated and/or cash collateralized; and (e) so long as such Lender is a Defaulting Lender, for purposes the Issuing Lenders shall not be required to issue, amend or increase any Letter of computing Credit, unless it is satisfied that the amount related exposure and the Defaulting Lender’s then outstanding L/C Exposure will be 100% covered by the Revolving Commitments of the obligation of each non-Defaulting Lender to acquireLenders and/or cash collateral will be provided by the applicable Borrower in accordance with Section 2.18(d), refinance and participating interests in any newly issued or fund participations in Letters increased Letter of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each shall be allocated among non-Defaulting Lender under Lenders in a Revolving Tranche shall be determined without giving effect to the Commitment under manner consistent with Section 2.18(d)(i) (and such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed participate therein). Subject to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties10.20, no change reallocation hereunder from Defaulting Lender to Lender will shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having been become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation. (f) If (i) a Bankruptcy Event or a Bail-In Action with respect to a Lender Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) an Issuing Lender has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, no Issuing Lender shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Lender, as the case may be, shall have entered into arrangements with the applicable Borrower or such Lender, satisfactory to such Issuing Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder. (g) In the event that the Administrative Agent, the Parent Borrower and the Issuing Lenders each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the L/C Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Loans in accordance with its Revolving Percentage.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable LawLegal Requirements: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01§27. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09§13), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer Issuing Lender, Swing Loan Lender, or Swing Line Alternative Currency Fronting Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Issuing Lender, Swing Loan Lender, or Alternative Currency Fronting Lender to be held as Cash Collateral cash collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Loan, Letter of Credit, or Alternative Currency Risk Participation; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer Issuing Lender, Swing Loan Lender, or Swing Line Alternative Currency Fronting Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer Issuing Lender, Swing Loan Lender, or Swing Line Alternative Currency Fronting Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) exists or (g) existsnon-defaulting Lenders have been paid in full all amounts then due, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Letter of Credit Liabilities in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings Letter of Credit Liabilities were made at a time when the conditions set forth in Section 4.02 §11 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings Letter of Credit Liabilities owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Letter of Credit Liabilities owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii§14.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender Lender, which is a Revolving Credit Lender, (x) shall not be entitled to receive any commitment facility unused fee pursuant to Section 2.09(a) §2.3 for any period during which that Revolving Credit Lender is a Defaulting Lender (and the Borrowers Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees Fees as provided in Section 2.03(i§2.10(e). (iv) During any period in which there is a Revolving Credit Lender which is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Revolving Credit Lender to acquire, refinance or fund participations in Letters of Credit Credit, Swing Loans, or Swing Line Loans Alternative Currency Risk Participations pursuant to Sections 2.03 and 2.04§§2.5, 2.8, and/or 2.10, the Pro Rata Share “Revolving Credit Commitment Percentage” of each non-Defaulting Revolving Credit Lender under a Revolving Tranche shall be determined computed without giving effect to the Revolving Credit Commitment under such Revolving Tranche of that Defaulting Revolving Credit Lender; provided that provided, that, (i) each such reallocation shall be given effect unless an only if, at the date the applicable Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Revolving Credit Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issuedCredit, Swing Loans, and Swing Line Loans incurred, under such Revolving Tranche Alternative Currency Risk Participations shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment under such Revolving Tranche of that non-Defaulting Revolving Credit Lender minus (2) the aggregate Outstanding Amount of the Revolving Credit Loans under such Revolving Tranche of and Letter of Credit Liabilities held by that Revolving Credit Lender. (bv) If the BorrowersDuring any period that a Lender is a Defaulting Lender, the Administrative Borrower may, by giving written notice thereof to the Agent, such Defaulting Lender, and the other Lenders, demand that such Defaulting Lender assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of §18.1, with the Borrower being obligated to pay the applicable assignment fee due under §18.2 in the event same is not paid by the Defaulting Lender, provided further that the amount of such fee shall be deducted from any payments to be made to the Defaulting Lender under this §14.16(a)(v). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment via an assignment subject to and in accordance with the provisions of §18.1. No such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient with any applicable amounts held pursuant to the immediately preceding subsection (f), upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Agent, the Swing Line Lender applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and each L/C Issuer agree assignor hereby irrevocably consent), to (x) pay and satisfy in writing in their sole discretion that a full all payment liabilities then owed by such Defaulting Lender should no longer to the Agent, the Issuing Lender or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) such Defaulting Lender’s full pro rata share of all Loans and participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under any Legal Requirement without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as Lender for all purposes of the effective date specified in this Agreement until such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lendercompliance occurs.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Credit Agreement shall be restricted as set forth in Section 10.01§27. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Applicable Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII §14 or otherwise, and including any amounts made available to the Administrative Applicable Agent by that Defaulting Lender pursuant to Section 10.09§15), shall be applied at such time or times as may be determined by the Administrative Applicable Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative any Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer Issuing Lender or Swing Line any Swingline Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Applicable Agent; fifthfourth, if so determined by the Administrative Applicable Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Credit Agreement; sixthfifth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer Issuing Lender or Swing Line any Swingline Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer Issuing Lender or Swing Line any Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; seventhsixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers or any Subsidiaries thereof pursuant to Sections 8.01(a), any Secured Hedging Agreement with such Defaulting Lender or any affiliate thereof as certified to the Applicable Agent (fwith a copy to such Defaulting Lender) by an authorized officer of GWI prior to the date of such payment; seventh so long as no Default or (g) Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers any Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Letter of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Letter of Credit Borrowings were made at a time when the conditions set forth in Section 4.02 §13 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Letter of Credit Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Letter of Credit Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii§6.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) §2.2 for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees Fees as provided in Section 2.03(i)§5.10. (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.03 §§2.7 and 2.045.5, the Pro Rata Share “Commitment Percentage” of each non-Defaulting Lender under a Revolving Tranche shall be determined computed without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that provided, that, (iA) each such reallocation shall be given effect unless an only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (iiB) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Swingline Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount amount of the Loans under such Revolving Tranche Loans, Swingline Exposure and Letter of Credit Obligations of that Revolving Credit Lender. Subject to §37, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. (b) If the Borrowers, the Administrative Agent, Swingline Lenders and the Swing Line Issuing Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares Commitment Percentages (without giving effect to the application of Section 2.17(a)(iv§6.17(a)(iv)) in respect of that Lender), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Lender’s having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreementcontrary, if any Lender Bank becomes a Defaulting Lender, then, until then the following provisions shall apply for so long as such time as that Lender Bank is no longer a Defaulting Lender, to the extent permitted by applicable Law: (ia) That Fees shall cease to accrue on the Commitment of such Defaulting Lender’s right Lender pursuant to approve Sections 2.3; (b) The Commitment and Loans of such Defaulting Lender shall not be included in determining whether the Required Banks have taken or disapprove make take any action hereunder, including any consent to any amendment, waiver or other modification pursuant to Section 8.2; provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) of such Bank or each Bank affected thereby. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 10.09), 12.2 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixththird, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender Company as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Company against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighthfourth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 9 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-of each Bank that is not a Defaulting Lenders Lender on a pro rata Pro Rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that of such Defaulting LenderLender until such time as all Loans are held by the Banks Pro Rata. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender Bank irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (. If each of the Administrative Agent and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion Company agrees that a Defaulting Lender should no longer be deemed has adequately remedied all matters that caused such Bank to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as then on such date such Bank shall purchase at par such of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions Banks as the Administrative Agent shall determine may reasonably determine to be necessary in order for such Bank to cause the hold such Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lenderits Pro Rata share.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent Collateral Custodian for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Facility Agent and advised to the Collateral Custodian in writing as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Facility Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default Facility Termination Event or Unmatured Facility Termination Event of Default existsexists (except to the extent caused by such Defaulting Lender, as determined by the Borrower in its sole discretion)), to the funding of any Loan Advance in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Services Provider, the Facility Agent or the Collateral Agent; fifththird, if so determined by the Administrative Facility Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans future Advances under this Agreement; sixthfourth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender other Lenders as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, so long as no Default Facility Termination Event or Unmatured Facility Termination Event of Default pursuant exists (except to Sections 8.01(athe extent caused by such Defaulting Lender, as determined by the Facility Agent in its sole discretion), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighthsixth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Advances in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waivedshare, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, Advances of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Advances of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.17(a)(ii) 2.9 shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.; and (iiiii) That for any period during which such Lender is a Defaulting Lender, such Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) Undrawn Fee for any period during which that Lender is a Defaulting Lender (and under no circumstance shall the Borrowers shall not Borrower retroactively be or become required to pay any such fee that otherwise would have been required to have been paid to that such Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, Facility Agent and the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing Borrower determine in their respective sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Facility Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), that such Lender will, to the extent applicable, purchase that portion of Advances outstanding Loans of the other Lenders or take such other actions as the Administrative Facility Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans Advances to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that LenderLenders, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while that Lender was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Lender’s having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained herein, in this Agreement, if the event any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes all rights and obligations hereunder of computing the amount such Defaulting Lender and of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche other parties hereto shall be determined without giving effect modified to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount extent of the Loans under express provisions of this Section 2.9 so long as such Revolving Tranche of that Revolving Credit Lender is a Defaulting Lender. (b) If the Borrowers(i) except as otherwise expressly provided for in this Section 2.9, the Administrative AgentRevolving Loans shall be made pro rata from Lenders holding Revolving Commitments which are not Defaulting Lenders based on their respective Pro Rata Shares, the Swing Line and no Pro Rata Share of any Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed or any Pro Rata Share of any Revolving Loans required to be advanced by any Lender shall be increased as a result of any Lender being a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as . Amounts received in respect of the effective date specified in principal of any type of Revolving Loans shall be applied to reduce such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion type of outstanding Revolving Loans of the each Lender (other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on than any Defaulting Lender) holding a pro rata basis by the Lenders Revolving Commitment in accordance with their ratable shares (without giving effect Pro Rata Shares; provided, that, Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the application sharing of Section 2.17(a)(ivany payments hereunder (including any principal, interest or fees)) in respect of that Lender, whereupon that Lender will cease . Amounts payable to be a Defaulting Lender; provided that no adjustments will Lender shall instead be made retroactively with respect paid to fees accrued or retained by Agent. Agent may hold and, in its discretion, re-lend to Borrower the amount of such payments made received or retained by or on behalf it for the account of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a such Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That Notwithstanding the provisions of Section 2.3(b)(ii), the Administrative Agent shall not be obligated to transfer to a Defaulting Lender’s right Lender any payments made by any Borrower to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender Lender, and, (whether voluntary or mandatoryA) in the absence of such transfer to a Defaulting U.S. Lender, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant shall transfer any such payments pertaining to Section 10.09)U.S. Advances and/or U.S. Collateral, shall be applied at such time or times as may be determined by the Administrative Agent as follows: (1) first, to the payment of any amounts owing by that Defaulting Swingline Lender to the Administrative Agent hereunder; extent of any U.S. Swingline Loans that were made by the Swingline Lender and that were required to be, but were not, paid by the Defaulting U.S. Lender, (2) second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists)U.S. Issuing Bank, to the extent of the portion of a U.S. Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting U.S. Lender, (3) third, to each Non-Defaulting U.S. Lender ratably in accordance with their U.S. Revolving Commitments (but, in each case, only to the extent that such Defaulting U.S. Lender’s portion of a U.S. Advance (or other funding of any Loan in respect of which that obligation) was funded by such other Non-Defaulting Lender has failed U.S. Lender), (4) fourth, to fund its portion thereof as required by this Agreement, as determined a suspense account maintained by the Administrative Agent; fifth, if so determined the proceeds of which shall be retained by the Administrative Agent and the Borrowers, may be made available to be held re-advanced to or for the benefit of the U.S. Borrowers (upon the request of the U.S. Borrowers and subject to the conditions set forth in a non-interest bearing deposit account and released in order to satisfy obligations Section 4.2) as if such Defaulting U.S. Lender had made its portion of that Defaulting Lender to fund Loans under this Agreement; sixthU.S. Advances (or other funding obligations) hereunder, (5) fifth, to the payment of any amounts owing to the U.S. Revolving Lenders, any U.S. Issuing Bank, or the applicable L/C Issuer or Swing Line Swingline Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any U.S. Revolving Lender, the applicable L/C Issuer U.S. Issuing Bank or Swing Line the Swingline Lender against that such Defaulting U.S. Lender as a result of that such Defaulting U.S. Lender’s breach of its obligations under this Agreement; seventh, (6) sixth, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the U.S. Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the U.S. Borrowers against that such Defaulting U.S. Lender as a result of that such Defaulting U.S. Lender’s breach of its obligations under this Agreement; , (7) seventh, to the payment of amounts described in subclauses (1) through (6) of Section 2.2(h)(i)(B), and (8) eighth, from and after the date on which all other amounts have been paid in full as described in sub-clauses (1) through (7) above, to such Defaulting U.S. Lender in accordance with Section 2.3(b)(ii)(A)(14), (B) in the absence of such transfer to a Defaulting Canadian Lender, the Administrative Agent shall transfer any such payments pertaining to Canadian Advances and/or Canadian Collateral, (1) first, to the Swingline Lender to the extent of any Canadian Swingline Loans that were made by the Swingline Lender and that were required to be, but were not, paid by the Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if Canadian Lender, (x2) such payment is a payment second, to any Canadian Issuing Bank, to the extent of the principal amount portion of any Loans a Canadian Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting Canadian Lender, (3) third, to each Non-Defaulting Canadian Lender ratably in accordance with their Canadian Revolving Commitments (but, in each case, only to the extent that such Defaulting Canadian Lender’s portion of a Canadian Advance (or L/C Borrowings in respect other funding obligation) was funded by such other Non-Defaulting Canadian Lender), (4) fourth, to a suspense account maintained by the Administrative Agent, the proceeds of which that Defaulting Lender has not fully funded its appropriate share shall be retained by the Administrative Agent and may be made available to be re-advanced to or for the benefit of the Canadian Borrowers (y) such Loans or L/C Borrowings were made at a time when upon the request of the Canadian Borrowers and subject to the conditions set forth in Section 4.02 were satisfied 4.2) as if such Defaulting Canadian Lender had made its portion of Canadian Advances (or waivedother funding obligations) hereunder, such payment shall be applied solely to pay the Loans of(5) fifth, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans ofamounts owing to Canadian Revolving Lenders, the Canadian Issuing Bank, or L/C Borrowings owed tothe Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Canadian Revolving Lender, the Canadian Issuing Bank or the Swingline Lender against such Defaulting Canadian Lender as a result of such Defaulting Canadian Lender’s breach of its obligations under this Agreement, (6) sixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Canadian Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Canadian Borrowers against such Defaulting Canadian Lender as a result of such Defaulting Canadian Lender’s breach of its obligations under this Agreement, (7) seventh, from and after the date on which all other amounts have been paid in full as described in subclauses (1) through (6) above, to such Defaulting Canadian Lender in accordance with Section 2.3(b)(ii)(B)(13), Subject to the foregoing, the Administrative Agent may hold and, in its reasonable discretion, re-lend to the Appropriate Borrowers for the account of any Defaulting Lender the amount of all such payments received and retained by the Administrative Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fees payable under Section 2.9(b), such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero; provided, that the foregoing shall not apply to any of the matters governed by clause (A) of the proviso to Section 10.1(a). The provisions of this Section 2.2(h) shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the Appropriate Non-Defaulting Lenders, the Administrative Agent, the Issuing Banks and the Appropriate Borrowers shall have waived, in writing, the application of this Section 2.2(h) to such Defaulting Lender, or (z) the date on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to the Administrative Agent all amounts owing by such Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by the Administrative Agent, provides adequate assurance of its ability to perform its future obligations hereunder (on which earlier date, so long as no Event of Default has occurred and is continuing, any remaining cash collateral held by the Administrative Agent pursuant to Section 2.2(h)(ii) shall be released to the Appropriate Borrowers). The operation of this Section 2.2(h) shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by any Defaulting Lender (subject to Section 10.24) or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by the Borrowers of their duties and obligations hereunder to the Administrative Agent, the Issuing Banks or to the Appropriate Lenders other than such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed failure by a Defaulting Lender to fund amounts that it was obligated to fund under any Facility hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle the Appropriate Borrowers, at their option, upon written notice to the Administrative Agent, to arrange for a substitute Lender to assume the Commitments of such Defaulting Lender, such substitute Lender to be reasonably acceptable to the Administrative Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Assumption in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Finance Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of its participation in the Appropriate Letters of Credit); provided, that, subject to Section 10.24, any such assumption of the Commitments of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups’ or the Borrowers’ rights or remedies against any such Defaulting Lender arising out of or in relation to post Cash Collateral such failure to fund or other breach of its obligations hereunder. In the event of a direct conflict between the priority provisions of this Section 2.2(h) and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.2(h) shall control and govern. (ii) If any U.S. Swingline Loan or U.S. Letter of Credit is outstanding at the time that a U.S. Revolving Lender becomes a Defaulting U.S. Lender then: (A) such Defaulting U.S. Lender’s U.S. Swingline Exposure and U.S. Letter of Credit Exposure shall be reallocated among the Non-Defaulting U.S. Lenders in accordance with their respective Pro Rata Shares (it being understood such U.S. Defaulting Lender’s U.S. Swingline Exposure shall be reallocated among Non-Defaulting U.S. Lenders and such Defaulting U.S. Lender’s U.S. Letter of Credit Exposure shall be reallocated among Non-Defaulting U.S. Lenders to the extent such U.S. Letter of Credit Exposure arises from a U.S. Letter of Credit) but only to the extent (x) the sum of all Non-Defaulting U.S. Lenders’ Advance Exposures plus such Defaulting U.S. Lender’s U.S. Swingline Exposure and U.S. Letter of Credit Exposure does not exceed the total of all Non-Defaulting U.S. Lenders’ U.S. Revolving Commitments and (y) the conditions set forth in Section 4.2 are satisfied at such time; (B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, the Appropriate Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Defaulting U.S. Lender’s U.S. Swingline Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) to the extent that such Defaulting U.S. Lender has failed to perform its Settlement obligations under Section 2.2(f) and (y) second, Collateralize such Defaulting U.S. Lender’s applicable U.S. Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) for so long as such U.S. Letter of Credit Exposure is outstanding; provided, that the U.S. Borrowers shall not be obligated to Collateralize any Defaulting U.S. Lender’s U.S. Letter of Credit Exposure if such Defaulting U.S. Lender is also the U.S. Issuing Bank; (C) if the U.S. Borrowers Collateralize any portion of such Defaulting U.S. Lender’s U.S. Letter of Credit Exposure pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender2.2(h)(ii), and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the U.S. Borrowers shall not be required to pay any Letter of Credit Fees to the Administrative Agent for the account of such fee Defaulting U.S. Lender pursuant to Section 2.5(b) with respect to such Collateralized portion of such Defaulting U.S. Lender’s U.S. Letter of Credit Exposure during the period such Letter of Credit Exposure is Collateralized; (D) to the extent the U.S. Letter of Credit Exposure of the Non-Defaulting U.S. Lenders is reallocated pursuant to this Section 2.2(h)(ii), then the Letter of Credit Fees payable to the Non-Defaulting U.S. Lenders pursuant to Section 2.5(b) shall be adjusted in accordance with such Non-Defaulting U.S. Lenders’ U.S. Letter of Credit Exposure; (E) to the extent any Defaulting U.S. Lender’s U.S. Letter of Credit Exposure is neither Collateralized nor reallocated pursuant to this Section 2.2(h)(ii), then, without prejudice to any rights or remedies of the U.S. Issuing Bank or any U.S. Revolving Lender hereunder, all Letter of Credit Fees that otherwise would have otherwise been payable to such Defaulting U.S. Lender under Section 2.5(b) with respect to such portion of such U.S. Letter of Credit Exposure shall instead be payable to the U.S. Issuing Bank until such portion of such Defaulting Lender’s U.S. Letter of Credit Exposure is Collateralized or reallocated; (F) so long as any U.S. Revolving Lender is a Defaulting U.S. Lender, the Swingline Lender shall not be required to have been paid make any U.S. Swingline Loan and the U.S. Issuing Bank shall not be required to issue, amend, or increase any U.S. Letter of Credit, in each case, to the extent (x) the Defaulting U.S. Lender’s Pro Rata Share of such U.S. Swingline Loans or U.S. Letters of Credit cannot be reallocated pursuant to this Section 2.2(h)(ii) or (y) the Swingline Lender or the U.S. Issuing Bank, as applicable, has not otherwise entered into arrangements reasonably satisfactory to the Swingline Lender or the U.S. Issuing Bank, as applicable, and the U.S. Borrowers to eliminate the Swingline Lender’s or the U.S. Issuing Bank’s risk with respect to the Defaulting U.S. Lender’s participation in U.S. Swingline Loans or U.S. Letters of Credit; and (G) the Administrative Agent may release any cash collateral provided by the U.S. Borrowers pursuant to this Section 2.2(h)(ii) to the U.S. Issuing Bank and the U.S. Issuing Bank may apply any such cash collateral to the payment of such Defaulting U.S. Lender’s Pro Rata Share of any U.S. Letter of Credit Disbursement that is not reimbursed by the U.S. Borrowers pursuant to Section 2.10(d). (iii) If any Canadian Swingline Loan or Canadian Letter of Credit is outstanding at the time that a Canadian Revolving Lender becomes a Defaulting Canadian Lender then: (A) such Defaulting Canadian Lender’s Canadian Swingline Exposure and Canadian Letter of Credit Exposure shall be reallocated among the Non-Defaulting Canadian Lenders in accordance with their respective Pro Rata Shares (it being understood such Canadian Defaulting Lender’s Canadian Swingline Exposure shall be reallocated among Non-Defaulting Canadian Lenders and such Defaulting Canadian Lender’s Canadian Letter of Credit Exposure shall be reallocated among Non-Defaulting Canadian Lenders to the extent such Canadian Letter of Credit Exposure arises from a Canadian Letter of Credit) but only to the extent (x) the sum of all Non-Defaulting Canadian Lenders’ Advance Exposures plus such Defaulting Canadian Lender’s Canadian Swingline Exposure and Canadian Letter of Credit Exposure does not exceed the total of all Non-Defaulting Canadian Lenders’ Canadian Revolving Commitments and (y) the conditions set forth in Section 4.2 are satisfied at such time; (B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, the Canadian Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Defaulting Canadian Lender’s Canadian Swingline Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) to the extent that such Defaulting Canadian Lender has failed to perform its Settlement obligations under Section 2.2(f) and (y) shall be limited in its right to receive second, Collateralize such Defaulting Canadian Lender’s applicable Canadian Letter of Credit fees as provided in Section 2.03(i). Exposure (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without after giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that any partial reallocation pursuant to clause (iA) each such reallocation shall above), pursuant to a cash collateral agreement to be given effect unless an Event of Default exists; entered into in form and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche substance reasonably satisfactory to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, for so long as such Canadian Letter of Credit Exposure is outstanding; provided, that Borrowers shall not be obligated to Collateralize any Defaulting Canadian Lender’s Canadian Letter of Credit Exposure if such Defaulting Canadian Lender is also the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Canadian Issuing Bank; (C) if the Canadian Borrowers Collateralize any portion of such Defaulting Lender should no longer be deemed Canadian Lender’s Canadian Letter of Credit Exposure pursuant to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralthis Section 2.2(h)(iii), that Lender will, such Canadian Borrowers shall not be required to the extent applicable, purchase that portion pay any Letter of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.Cred

Defaulting Lenders. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreementcontrary, if any Lender becomes is a Defaulting Lender, then, until then the following provisions shall apply to such time Lender for so long as that Lender is no longer it remains a Defaulting Lender, to the extent permitted by applicable Law: (a) fees shall cease to accrue pursuant to Section 2.10(1) on the unfunded portion of the Revolving Credit Commitment of such Defaulting Lender; (b) the Revolving Credit Commitment and Term Credit Commitment of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.2, except as set out in the proviso); provided that any waiver or amendment (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth described in Section 10.01. 9.2(2)(a), (b), (c) or (d) or (ii) Any payment which affects such Defaulting Lender differently than other Lenders generally, shall require the consent of such Defaulting Lender; (c) any amount owing by a Defaulting Lender to the Administrative Agent or another Lender that is not paid when due shall bear interest at the interest rate applicable to Canadian Prime Loans or Base Rate Loans under the Revolving Credit, as applicable; (d) subject to Sections 2.18(2) and (3), any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender other amounts received than in respect of the assignment of such Defaulting Lender’s Loans and Commitments) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent for the in a segregated account and, subject to any applicable requirements of that Defaulting Lender (whether voluntary or mandatorylaw, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: (i) first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; , (ii) second, pro rata, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to any LC Issuer of the applicable L/C Issuer or Swing Line Swingline Lender hereunder; , (iii) third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, (iv) fourth, held in such account as determined by cash collateral for future funding obligations of the Administrative Agent; Defaulting Lender under this Agreement (the amount of such cash collateral not to exceed the Revolving Credit Commitment of such Defaulting Lender minus the outstanding principal amount of such Defaulting Lender’s Revolving Loans), (v) fifth, if so determined by to the Administrative Agent and payment of any other amounts owing to the BorrowersLenders or any LC Issuer or the Swingline Lender hereunder, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; (vi) sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; , and (vii) seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment prepayment of the principal amount of any Loans or L/C Borrowings reimbursement obligations in respect of Letters of Credit with respect to which that a Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waivedparticipation obligations, such payment shall be applied solely to pay prepay the Loans of, and L/C Borrowings reimbursement obligations owed to, all non-Lenders other than Defaulting Lenders on a pro rata basis prior to being applied to the payment prepayment of any Loans ofLoans, or L/C Borrowings reimbursement obligations owed to, that any Defaulting Lender. Any payments, prepayments or other amounts paid or payable to ; (e) if a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that is an Insolvent Defaulting Lender, any amount payable to such Defaulting Lender hereunder may, in lieu of being distributed pursuant to Section 2.21(d), be retained by the Administrative Agent to collateralize indemnification and reimbursement obligations of such Defaulting Lender hereunder in an amount determined by the Administrative Agent, acting reasonably; (f) if Swingline Loans or Letters of Credit are outstanding at the time a Revolving Credit Lender becomes a Defaulting Lender, then: (i) all or any part of the pro rata share of such Defaulting Lender in respect of the outstanding Swingline Loans and Letters of Credit shall be reallocated among the Revolving Credit Lenders which are not Defaulting Lenders (in this Section 2.21, “Non-Defaulting Lenders”) in accordance with their respective Revolving Credit Commitments, provided that any such reallocation shall not cause any Non-Defaulting Lender to exceed its Revolving Credit Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within five (5) Business Days following notice by the Administrative Agent, (x) first, prepay such outstanding Swingline Loans, and (y) cash collateralize for the benefit of each LC Issuer the Borrower’s obligations corresponding to such Defaulting Lender’s pro rata share of the outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) issued by such LC Issuer in accordance with the procedures set forth in Section 2.19(g), until such Letters of Credit are surrendered for cancellation or the Commitments of such Defaulting Lender irrevocably consents hereto.in respect thereof have been assigned pursuant to Section 2.18, whichever occurs first; and (iii) That Defaulting Lender upon any reallocation pursuant to clause (xi) shall not be entitled above, the fees payable to receive any commitment fee the Lenders pursuant to Section 2.09(a2.10(2) for shall be adjusted in accordance with such Non-Defaulting Lenders’ Revolving Credit Commitments; (g) so long as any period during which that Revolving Credit Lender is a Defaulting Lender, the Swingline Lender (and the Borrowers shall not be required to pay fund any Swingline Loan and the LC Issuers shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding pro rata share of the outstanding Letters of Credit will be 100% covered by the Revolving Credit Commitments of the Non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.21(h), and participating interests in any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive newly made Swingline Loan or any newly issued or increased Letter of Credit fees as provided shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.03(i2.21(f) (and such Defaulting Lender shall not participate therein).; (ivh) During any period if required by Section 2.21(f)(ii), the Borrower shall deposit in which there is a an account with the Administrative Agent and for the benefit of the Revolving Credit Lenders (the “LC Collateral Account”), an amount in cash equal to 100% of the Defaulting Lender, for purposes of computing the amount ’s pro rata share of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in outstanding Letters of Credit or Swing Line Loans which have not otherwise been reallocated pursuant to Sections 2.03 Section 2.21(f)(i) as of such date (as may be reduced from time to time) plus accrued and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche unpaid interest thereon. Such deposit shall be determined without giving effect to held by the Commitment under such Revolving Tranche Administrative Agent as collateral for the payment and performance by the Borrower of that the Defaulting Lender; provided that (i) each ’s pro rata share of contingent obligations with respect to such reallocation Letters of Credit. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be given effect unless an Event made at the option and sole discretion of Default exists; the Administrative Agent and (ii) at the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquireBorrower’s risk and expense, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche deposits shall not exceed the positive differencebear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each LC Issuer for outstanding Letters of (1) Credit issued by it for which it has not been reimbursed and, to the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) extent not so applied, shall be held for the aggregate Outstanding Amount satisfaction of the Loans under reimbursement obligations of the Borrower for the outstanding Letters of Credit at such Revolving Tranche time, until the expiry date of that Revolving such Letters of Credit (in which case, to the extent such Letters of Credit are undrawn when they expire, the funds shall be returned to the Borrower) or otherwise returned to the Borrower on an assignment of such Defaulting Lender.’s obligations pursuant to Section 2.18; and (bi) If the Borrowers, if the Administrative Agent, the Swing Line Borrower, the Swingline Lender and the LC Issuers each L/C Issuer agree in writing in their sole discretion agrees that a Defaulting Lender should no longer be deemed has adequately remedied all matters that caused such Revolving Credit Lender to be a Defaulting Lender, then the Administrative Agent will so notify the parties hereto, whereupon as Swingline Exposure and Letter of Credit Exposure of the effective Revolving Credit Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date specified in such notice and subject to any conditions set forth therein Defaulting Lender shall purchase at par such of the Revolving Loans (which may include arrangements with respect to any Cash Collateral), that Lender will, to other than the extent applicable, purchase that portion of outstanding Loans Swingline Loans) of the other Revolving Credit Lenders or take such other actions as the Administrative Agent shall determine may reasonably determine to be necessary in order for such Lender to cause the hold such Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect its Revolving Credit Commitment and any collateral held pursuant to Section 2.21(h) shall be returned to the application of Section 2.17(a)(iv)) in respect of that LenderBorrower concurrently therewith, whereupon that such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers any Borrower while that Lender was a Defaulting Lender; and provided provided, further, that that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Lender’s having been a Defaulting Lender. Except as otherwise expressly provided in this Section 2.21, no Revolving Credit Commitment of any other Lender shall be increased or otherwise affected, and performance by a Borrower of its obligations hereunder and the other Loan Documents shall not be excused or otherwise modified as a result of any Lender becoming a Defaulting Lender. The rights and remedies against a Defaulting Lender under this Section 2.21 are in addition to other rights and remedies which a Borrower may have against such Defaulting Lender as a result of it becoming a Defaulting Lender and which the Administrative Agent or any other Lender may have against such Defaulting Lender with respect thereto.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Requirements of Law: (ia) That Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as to the extent set forth in the definition of “Required Lenders” and Section 10.019.08; provided, however, a Defaulting Lender shall retain its voting rights where its outstanding Loans or Commitments are being extended or increased, where payments of outstanding interest and principal are being reduced or waived, or where the applicable interest rate thereon is being reduced or waived. (iib) Any Subject to Section 2.21(d), any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII VII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 10.09), 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender pro rata to the applicable L/C Issuer or Swing Line Lender any Issuing Bank hereunder; third, if so reasonably determined by to cash collateralize the Issuing Banks’ Revolving L/C Exposure with respect to such Defaulting Lender in form and substance satisfactory to the Administrative Agent or reasonably requested by and the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of CreditIssuing Bank; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this AgreementAgreement and (y) cash collateralize pro rata the Issuing Banks’ future Revolving L/C Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement in form and substance satisfactory to the Administrative Agent and the applicable Issuing Bank; sixth, to the payment of any amounts owing to the Lenders, Lenders or the applicable L/C Issuer or Swing Line Lender Issuing Banks as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, Lender or the applicable L/C Issuer or Swing Line Lender Issuing Banks against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that that, if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Disbursements in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waivedshare, such payment shall be applied solely to pay the Loans of, and L/C Borrowings Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Disbursements owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.17(a)(ii2.21(b) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto. (iiii) That No Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrowers Borrower shall not be required to pay any such fee Commitment Fee that otherwise would have been required to have been paid to that such Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (ivii) During Each Defaulting Lender shall be entitled to receive Revolving L/C Participation Fees for any period in during which there that Lender is a Defaulting Lender, for purposes Lender only to the extent allocable to its applicable percentage of computing the stated amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant for which cash collateral has been provided in form and substance satisfactory to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender applicable Issuing Bank and the Borrower. (d) If the Loan Parties, the Administrative Agent and each L/C Issuer Issuing Bank agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line L/C Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that LenderCommitments under the applicable Facility, whereupon that such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Loan Parties while that Lender was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Lender’s having been a Defaulting Lender. (e) So long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no fronting exposure with respect to such Defaulting Lender after giving effect thereto. (f) For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, no Lender shall be under any obligation to assume any Commitment or Loan of a Defaulting Lender. (g) If a consent, waiver or vote of all Lenders is required for any action under the Loan Documents, or the consent or waiver of a Defaulting Lender is required pursuant to Section 2.21(a) or Section 9.08, then an affirmative consent, waiver or vote of the Defaulting Lender shall be deemed given if such Defaulting Lender does not provide a written response within 20 days after the date of a written notice to the Defaulting Lender requesting such vote or consent. (h) To the extent that any Issuing Bank receives notice in writing from any Lender that such Lender does not intend to comply with its funding obligations, it shall promptly forward a copy of such notice to the Administrative Agent and the Borrower.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.19(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Pro Rata Share Share” of each non-Defaulting Lender under a Revolving Credit Tranche shall be determined without giving effect to the Commitment under such Revolving Credit Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Credit Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Credit Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Credit Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Credit Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv2.19(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Requirements of Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.019.2. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer Issuing Banks or Swing Line Swingline Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer Issuing Bank or Swing Line Swingline Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of CreditCredit or Swingline Loan; fourth, as the Borrower Representative (on behalf of the Borrowers) Borrowers may request (so long as no Default or Event of Default existshas occurred and is continuing), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to (x) satisfy obligations of that such Defaulting Lender to fund Loans under this Agreement and (y) be held as Cash Collateral for funding obligations of such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.4; sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer Issuing Bank or Swing Line Swingline Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer Issuing Bank or Swing Line Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) existshas occurred and is continuing, to the payment of any amounts owing to the Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C LC Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C LC Borrowings were made at a time when the conditions set forth in Section 4.02 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C LC Borrowings owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C LC Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.19(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreementcontrary, if any Lender becomes a Defaulting Lender, then, until then the following provisions shall apply for so long as such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (ia) That fees shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender’s right Lender pursuant to approve Section 2.08(a); (b) the Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or disapprove may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.05); provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent with respect to this Agreement shall be restricted as set forth in Section 10.01.of each Lender or each Lender affected thereby; (iic) Any [reserved]; (d) in the event that the Administrative Agent and the Borrower agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Percentage; (e) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII 6 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 10.09), 9.04 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifththird, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement; sixthfourth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender Lenders as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighthsixth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, of all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Swing Line Lender, third, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunderIssuers; thirdfourth, if so reasonably determined by the Administrative Agent or reasonably requested by the any applicable L/C Issuer or Swing Line LenderIssuer, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourthfifth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifthsixth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest noninterest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixthseventh, to the payment of any amounts owing to the Lenders, Lenders or the applicable L/C Issuer or Swing Line Lender Issuers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the Lender or any applicable L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventheighth, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighthninth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.20(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i2.03(h). (iv) During any period in which there is a Defaulting LenderLender with Revolving Credit Commitments, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.042.03, the “Pro Rata Share Share” of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Revolving Credit Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an only if, at the time of such reallocation, no Default or Event of Default existsshall be continuing; and (ii) the aggregate obligation of each non-Defaulting Lender under a any Tranche of Revolving Tranche Credit Commitments to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Credit Loans under such Revolving Tranche of that Revolving Credit LenderLender (including any exposure under outstanding Swing Line Loans). (b) If the BorrowersBorrower, the Administrative Agent, the Swing Line Lender Agent and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of the applicable outstanding Loans of the other Lenders under each relevant Tranche or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Revolving Credit Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv2.20(a)(iv)) in respect of that Lender), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That Notwithstanding the provisions of Section 2.3(b)(ii), the Administrative Agent shall not be obligated to transfer to a Defaulting Lender’s right Lender any payments made by any Borrower to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender Lender, and, (whether voluntary or mandatoryA) in the absence of such transfer to a Defaulting U.S. Lender, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant shall transfer any such payments pertaining to Section 10.09)U.S. Advances and/or U.S. Collateral, shall be applied at such time or times as may be determined by the Administrative Agent as follows: (1) first, to the payment of any amounts owing by that Defaulting Swingline Lender to the Administrative Agent hereunder; extent of any U.S. Swingline Loans that were made by the Swingline Lender and that were required to be, but were not, paid by the Defaulting U.S. Lender, (2) second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists)U.S. Issuing Bank, to the extent of the portion of a U.S. Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting U.S. Lender, (3) third, to each Non-Defaulting U.S. Lender ratably in accordance with their U.S. Revolving Commitments (but, in each case, only to the extent that such Defaulting U.S. Lender’s portion of a U.S. Advance (or other funding of any Loan in respect of which that obligation) was funded by such other Non-Defaulting Lender has failed U.S. Lender), (4) fourth, to fund its portion thereof as required by this Agreement, as determined a suspense account maintained by the Administrative Agent; fifth, if so determined the proceeds of which shall be retained by the Administrative Agent and the Borrowers, may be made available to be held re-advanced to or for the benefit of the U.S. Borrowers (upon the request of the U.S. Borrowers and subject to the conditions set forth in a non-interest bearing deposit account and released in order to satisfy obligations Section 4.2) as if such Defaulting U.S. Lender had made its portion of that Defaulting Lender to fund Loans under this Agreement; sixthU.S. Advances (or other funding obligations) hereunder, (5) fifth, to the payment of any amounts owing to the U.S. Revolving Lenders, any U.S. Issuing Bank, or the applicable L/C Issuer or Swing Line Swingline Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any U.S. Revolving Lender, the applicable L/C Issuer U.S. Issuing Bank or Swing Line the Swingline Lender against that such Defaulting U.S. Lender as a result of that such Defaulting U.S. Lender’s breach of its obligations under this Agreement; seventh, (6) sixth, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the U.S. Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the U.S. Borrowers against that such Defaulting U.S. Lender as a result of that such Defaulting U.S. Lender’s breach of its obligations under this Agreement; , (7) seventh, to the payment of amounts described in subclauses (1) through (6) of Section 2.2(h)(i)(B), and (8) eighth, from and after the date on which all other amounts have been paid in full as described in sub-clauses (1) through (7) above, to such Defaulting U.S. Lender in accordance with Section 2.3(b)(ii)(A)(14), (B) in the absence of such transfer to a Defaulting Canadian Lender, the Administrative Agent shall transfer any such payments pertaining to Canadian Advances and/or Canadian Collateral, (1) first, to the Swingline Lender to the extent of any Canadian Swingline Loans that were made by the Swingline Lender and that were required to be, but were not, paid by the Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if Canadian Lender, (x2) such payment is a payment second, to any Canadian Issuing Bank, to the extent of the principal amount portion of any Loans a Canadian Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting Canadian Lender, (3) third, to each Non-Defaulting Canadian Lender ratably in accordance with their Canadian Revolving Commitments (but, in each case, only to the extent that such Defaulting Canadian Lender’s portion of a Canadian Advance (or L/C Borrowings in respect other funding obligation) was funded by such other Non-Defaulting Canadian Lender), (4) fourth, to a suspense account maintained by the Administrative Agent, the proceeds of which that Defaulting Lender has not fully funded its appropriate share shall be retained by the Administrative Agent and may be made available to be re-advanced to or for the benefit of the Canadian Borrowers (y) such Loans or L/C Borrowings were made at a time when upon the request of the Canadian Borrowers and subject to the conditions set forth in Section 4.02 were satisfied 4.2) as if such Defaulting Canadian Lender had made its portion of Canadian Advances (or waivedother funding obligations) hereunder, such payment shall be applied solely to pay the Loans of(5) fifth, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans ofamounts owing to Canadian Revolving Lenders, the Canadian Issuing Bank, or L/C Borrowings owed tothe Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Canadian Revolving Lender, the Canadian Issuing Bank or the Swingline Lender against such Defaulting Canadian Lender as a result of such Defaulting Canadian Lender’s breach of its obligations under this Agreement, (6) sixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Canadian Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Canadian Borrowers against such Defaulting Canadian Lender as a result of such Defaulting Canadian Lender’s breach of its obligations under this Agreement, (7) seventh, from and after the date on which all other amounts have been paid in full as described in subclauses (1) through (6) above, to such Defaulting Canadian Lender in accordance with Section 2.3(b)(ii)(B)(13), Subject to the foregoing, the Administrative Agent may hold and, in its reasonable discretion, re-lend to the Appropriate Borrowers for the account of any Defaulting Lender the amount of all such payments received and retained by the Administrative Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fees payable under Section 2.9(b), such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero; provided, that the foregoing shall not apply to any of the matters governed by clause (A) of the proviso to Section 10.1(a). The provisions of this Section 2.2(h) shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the Appropriate Non-Defaulting Lenders, the Administrative Agent, the Issuing Banks and the Appropriate Borrowers shall have waived, in writing, the application of this Section 2.2(h) to such Defaulting Lender, or (z) the date on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to the Administrative Agent all amounts owing by such Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by the Administrative Agent, provides adequate assurance of its ability to perform its future obligations hereunder (on which earlier date, so long as no Event of Default has occurred and is continuing, any remaining cash collateral held by the Administrative Agent pursuant to Section 2.2(h)(ii) shall be released to the Appropriate Borrowers). The operation of this Section 2.2(h) shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by any Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by the Borrowers of their duties and obligations hereunder to the Administrative Agent, the Issuing Banks or to the Appropriate Lenders other than such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed failure by a Defaulting Lender to fund amounts that it was obligated to fund under any Facility hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle the Appropriate Borrowers, at their option, upon written notice to the Administrative Agent, to arrange for a substitute Lender to assume the Commitments of such Defaulting Lender, such substitute Lender to be reasonably acceptable to the Administrative Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Assumption in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Finance Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of its participation in the Appropriate Letters of Credit); provided, that any such assumption of the Commitments of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups’ or the Borrowers’ rights or remedies against any such Defaulting Lender arising out of or in relation to post Cash Collateral such failure to fund or other breach of its obligations hereunder. In the event of a direct conflict between the priority provisions of this Section 2.2(h) and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.2(h) shall control and govern. (ii) If any U.S. Swingline Loan or U.S. Letter of Credit is outstanding at the time that a U.S. Revolving Lender becomes a Defaulting U.S. Lender then: (A) such Defaulting U.S. Lender’s U.S. Swingline Exposure and U.S. Letter of Credit Exposure shall be reallocated among the Non-Defaulting U.S. Lenders in accordance with their respective Pro Rata Shares (it being understood such U.S. Defaulting Lender’s U.S. Swingline Exposure shall be reallocated among Non-Defaulting U.S. Lenders and such Defaulting U.S. Lender’s U.S. Letter of Credit Exposure shall be reallocated among Non-Defaulting U.S. Lenders to the extent such U.S. Letter of Credit Exposure arises from a U.S. Letter of Credit) but only to the extent (x) the sum of all Non-Defaulting U.S. Lenders’ Advance Exposures plus such Defaulting U.S. Lender’s U.S. Swingline Exposure and U.S. Letter of Credit Exposure does not exceed the total of all Non-Defaulting U.S. Lenders’ U.S. Revolving Commitments and (y) the conditions set forth in Section 4.2 are satisfied at such time; (B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, the Appropriate Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Defaulting U.S. Lender’s U.S. Swingline Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) to the extent that such Defaulting U.S. Lender has failed to perform its Settlement obligations under Section 2.2(f) and (y) second, Collateralize such Defaulting U.S. Lender’s applicable U.S. Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) for so long as such U.S. Letter of Credit Exposure is outstanding; provided, that the U.S. Borrowers shall not be obligated to Collateralize any Defaulting U.S. Lender’s U.S. Letter of Credit Exposure if such Defaulting U.S. Lender is also the U.S. Issuing Bank; (C) if the U.S. Borrowers Collateralize any portion of such Defaulting U.S. Lender’s U.S. Letter of Credit Exposure pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender2.2(h)(ii), and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the U.S. Borrowers shall not be required to pay any Letter of Credit Fees to the Administrative Agent for the account of such fee Defaulting U.S. Lender pursuant to Section 2.5(b) with respect to such Collateralized portion of such Defaulting U.S. Lender’s U.S. Letter of Credit Exposure during the period such Letter of Credit Exposure is Collateralized; (D) to the extent the U.S. Letter of Credit Exposure of the Non-Defaulting U.S. Lenders is reallocated pursuant to this Section 2.2(h)(ii), then the Letter of Credit Fees payable to the Non-Defaulting U.S. Lenders pursuant to Section 2.5(b) shall be adjusted in accordance with such Non-Defaulting U.S. Lenders’ U.S. Letter of Credit Exposure; (E) to the extent any Defaulting U.S. Lender’s U.S. Letter of Credit Exposure is neither Collateralized nor reallocated pursuant to this Section 2.2(h)(ii), then, without prejudice to any rights or remedies of the U.S. Issuing Bank or any U.S. Revolving Lender hereunder, all Letter of Credit Fees that otherwise would have otherwise been payable to such Defaulting U.S. Lender under Section 2.5(b) with respect to such portion of such U.S. Letter of Credit Exposure shall instead be payable to the U.S. Issuing Bank until such portion of such Defaulting Lender’s U.S. Letter of Credit Exposure is Collateralized or reallocated; (F) so long as any U.S. Revolving Lender is a Defaulting U.S. Lender, the Swingline Lender shall not be required to have been paid make any U.S. Swingline Loan and the U.S. Issuing Bank shall not be required to issue, amend, or increase any U.S. Letter of Credit, in each case, to the extent (x) the Defaulting U.S. Lender’s Pro Rata Share of such U.S. Swingline Loans or U.S. Letters of Credit cannot be reallocated pursuant to this Section 2.2(h)(ii) or (y) the Swingline Lender or the U.S. Issuing Bank, as applicable, has not otherwise entered into arrangements reasonably satisfactory to the Swingline Lender or the U.S. Issuing Bank, as applicable, and the U.S. Borrowers to eliminate the Swingline Lender’s or the U.S. Issuing Bank’s risk with respect to the Defaulting U.S. Lender’s participation in U.S. Swingline Loans or U.S. Letters of Credit; and (G) the Administrative Agent may release any cash collateral provided by the U.S. Borrowers pursuant to this Section 2.2(h)(ii) to the U.S. Issuing Bank and the U.S. Issuing Bank may apply any such cash collateral to the payment of such Defaulting U.S. Lender’s Pro Rata Share of any U.S. Letter of Credit Disbursement that is not reimbursed by the U.S. Borrowers pursuant to Section 2.10(d). (iii) If any Canadian Swingline Loan or Canadian Letter of Credit is outstanding at the time that a Canadian Revolving Lender becomes a Defaulting Canadian Lender then: (A) such Defaulting Canadian Lender’s Canadian Swingline Exposure and Canadian Letter of Credit Exposure shall be reallocated among the Non-Defaulting Canadian Lenders in accordance with their respective Pro Rata Shares (it being understood such Canadian Defaulting Lender’s Canadian Swingline Exposure shall be reallocated among Non-Defaulting Canadian Lenders and such Defaulting Canadian Lender’s Canadian Letter of Credit Exposure shall be reallocated among Non-Defaulting Canadian Lenders to the extent such Canadian Letter of Credit Exposure arises from a Canadian Letter of Credit) but only to the extent (x) the sum of all Non-Defaulting Canadian Lenders’ Advance Exposures plus such Defaulting Canadian Lender’s Canadian Swingline Exposure and Canadian Letter of Credit Exposure does not exceed the total of all Non-Defaulting Canadian Lenders’ Canadian Revolving Commitments and (y) the conditions set forth in Section 4.2 are satisfied at such time; (B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, the Canadian Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Defaulting Canadian Lender’s Canadian Swingline Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) to the extent that such Defaulting Canadian Lender has failed to perform its Settlement obligations under Section 2.2(f) and (y) shall be limited in its right to receive second, Collateralize such Defaulting Canadian Lender’s applicable Canadian Letter of Credit fees as provided in Section 2.03(i). Exposure (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without after giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that any partial reallocation pursuant to clause (iA) each such reallocation shall above), pursuant to a cash collateral agreement to be given effect unless an Event of Default exists; entered into in form and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche substance reasonably satisfactory to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, for so long as such Canadian Letter of Credit Exposure is outstanding; provided, that Borrowers shall not be obligated to Collateralize any Defaulting Canadian Lender’s Canadian Letter of Credit Exposure if such Defaulting Canadian Lender is also the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Canadian Issuing Bank; (C) if the Canadian Borrowers Collateralize any portion of such Defaulting Lender should no longer Canadian Lender’s Canadian Letter of Credit Exposure pursuant to this Section 2.2(h)(iii), such Canadian Borrowers shall not be deemed required to be a Defaulting Lender, pay any Letter of Credit Fees to the Administrative Agent will so notify for the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.account of

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Lawlaw: (ia) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any payment of principal, interest, fees principal or other amounts (other than those described in Section 2.20(b)) received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section 7 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.099.7), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Swingline Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Swingline Lender, to be held as Cash Collateral cash collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of CreditSwingline Loan; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Borrower with the consent of the Administrative Agent and the BorrowersAgent, not to be unreasonably withheld, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, Lenders or the applicable L/C Issuer or Swing Line Swingline Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, Lender or the applicable L/C Issuer or Swing Line Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, of that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.17(a)(ii2.20(a) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.; (iiib) That that Defaulting Lender (x) shall not be entitled to receive (i) any commitment facility fee pursuant to Section 2.09(a2.6(a) for any period during which that Lender is a Defaulting Lender only to the extent allocable to the sum of (1) the outstanding principal amount of Loans funded by it and (2) the principal amount of the Swingline Loans for which it has provided cash collateral pursuant to 2.20(a) (and the Borrowers Borrower shall (x) be required to pay to the Swingline Lender, as applicable, the amount of such fee allocable to its fronting of Extensions of Credit arising from that Defaulting Lender and (y) not be required to pay any the remaining amount of such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (yii) shall be limited interest on Loans funded by such Lender prior to the period in its right to receive Letter of Credit fees as provided which such Lender became a Defaulting Lender or during the period in Section 2.03(i).which such Lender is a Defaulting Lender; (ivc) During during any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.03 and 2.04Section 2.5, the Pro Rata Share Percentage of each non-Defaulting Lender under a Revolving Tranche shall be determined computed without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that provided, that, (i) each such reallocation shall be given effect unless an only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Swingline Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the outstanding Loans under such Revolving Tranche of that Revolving Credit Lender.; and (bd) that Defaulting Lender’s right to approve or disapprove any amendment, supplement, modification, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 9.1. If the BorrowersBorrower, the Administrative Agent, the Swing Line Agent and Swingline Lender and each L/C Issuer agree reasonably determine in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral)therein, that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares Percentages (without giving effect to the application of Section 2.17(a)(iv2.20(c)) in respect of that Lender), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while that Lender was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Lender’s having been a Defaulting Lender. Cash collateral held by the Administrative Agent to reduce Fronting Exposure shall be released to the applicable Lender promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 9.6)); (ii) the Administrative Agent’s good faith determination that there exists excess cash collateral; and (iii) the termination of the Commitment Period and the repayment in full of all outstanding Loans.

Defaulting Lenders. (a) Notwithstanding anything to If the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any payment of principal, interest, fees or other amounts received by Borrower and the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion reasonable determination that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral or letters of credit), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans Advances of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans Advances to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that LenderRatable Shares, whereupon that such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while that Lender was a Defaulting Lender; and provided provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender such Lender’s having been a Defaulting Lender. (b) Notwithstanding anything to the contrary contained in this Agreement, any payment of principal, interest or other amounts received by the Administrative Agent for the account of any Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default and no Prepayment Event shall have occurred and be continuing), to the funding of any Advance in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default and no Prepayment Event shall have occurred and be continuing, 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 fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Advance in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances were made at a time when the applicable conditions set forth in Article IV were satisfied or waived, such payment shall be applied solely to pay the Advances of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of such Defaulting Lender and provided further that any amounts held as cash collateral for funding obligations of a Defaulting Lender shall be returned to such Defaulting Lender upon the termination of this Agreement and the satisfaction of such Defaulting Lender’s obligations hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.15 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable LawLegal Requirements: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01§27. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09§13), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer Issuing Lender, Swing Loan Lender, or Swing Line Alternative Currency Fronting Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Issuing Lender, Swing Loan Lender, or Alternative Currency Fronting Lender to be held as Cash Collateral cash collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Loan, Letter of Credit, or Alternative Currency Risk Participation; fourth, as the Borrower Representative (on behalf of the Borrowers) Loan Party may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersLoan Party, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of that such Defaulting Lender to fund Loans or participations under this AgreementAgreement and (y) be held as cash collateral for future funding obligations of such Defaulting Lender of any participation in any Letter of Credit or Swing Loan; sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer Issuing Lender, Swing Loan Lender, or Swing Line Alternative Currency Fronting Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer Issuing Lender, Swing Loan Lender, or Swing Line Alternative Currency Fronting Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) exists or (g) existsnon-defaulting Lenders have been paid in full all amounts then due, to the payment of any amounts owing to the Borrowers Loan Party as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Loan Party against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Letter of Credit Liabilities in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings Letter of Credit Liabilities were made at a time when the conditions set forth in Section 4.02 §11 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings Letter of Credit Liabilities owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Letter of Credit Liabilities owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii§14.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender Lender, which is a Revolving Credit Lender, (x) shall not be entitled to receive any commitment facility unused fee pursuant to Section 2.09(a) §2.3 for any period during which that Revolving Credit Lender is a Defaulting Lender (and the Borrowers Loan Party shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees Fees as provided in Section 2.03(i§2.10(e). (iv) During any period in which there is a Revolving Credit Lender which is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Revolving Credit Lender to acquire, refinance or fund participations in Letters of Credit Credit, Swing Loans, or Swing Line Loans Alternative Currency Risk Participations pursuant to Sections 2.03 and 2.04§§2.5, 2.8, and/or 2.10, the Pro Rata Share “Revolving Credit Commitment Percentage” of each non-Defaulting Revolving Credit Lender under a Revolving Tranche shall be determined computed without giving effect to the Revolving Credit Commitment under such Revolving Tranche of that Defaulting Revolving Credit Lender; provided that provided, that, (i) each such reallocation shall be given effect unless an only if, at the date the applicable Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Revolving Credit Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issuedCredit, Swing Loans, and Swing Line Loans incurred, under such Revolving Tranche Alternative Currency Risk Participations shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment under such Revolving Tranche of that non-Defaulting Revolving Credit Lender minus (2) the aggregate Outstanding Amount of the Revolving Credit Loans under such Revolving Tranche of and Letter of Credit Liabilities held by that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed . Subject to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties§38, no change reallocation hereunder from Defaulting Lender to Lender will shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having been become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation. (b) During any period that a Lender is a Defaulting Lender, the Loan Party may, by giving written notice thereof to the Agent, such Defaulting Lender, and the other Lenders, demand that such Defaulting Lender assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of §18.1, with the Loan Party being obligated to pay the applicable assignment fee due under §18.2 in the event same is not paid by the Defaulting Lender, provided further that the amount of such fee shall be deducted from any payments to be made to the Defaulting Lender under this §14.16(a)(v). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment via an assignment subject to and in accordance with the provisions of §18.1. No such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient with any applicable amounts held pursuant to the immediately preceding subsection (f), upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Loan Party and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent, the Issuing Lender or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) such Defaulting Lender’s full pro rata share of all Loans and participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under any Legal Requirement without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. (c) If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Parent Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Effective Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall be applied as set forth in §14.16(a)(ii).

Defaulting Lenders. (a) Notwithstanding anything to In the contrary contained in this Agreementevent that, if at any one time, (i) any Lender becomes Party shall be a Defaulting Lender, then, until (ii) such time as that Defaulting Lender is no longer shall owe a Defaulted Amount to any Agent or any of the other Lender Parties and (iii) the Borrower shall make any payment hereunder or under any other Loan Document to the Paying Agent for the account of such Defaulting Lender, then the Paying Agent may, on its behalf or on behalf of such other Agents or such other Lender Parties and to the fullest extent permitted by applicable Lawlaw, apply at such time the amount so paid by the Borrower to or for the account of such Defaulting Lender to the payment of each such Defaulted Amount to the extent required to pay such Defaulted Amount. In the event that the Paying Agent shall so apply any such amount to the payment of any such Defaulted Amount on any date, the amount so applied by the Paying Agent shall constitute for all purposes of this Agreement and the other Loan Documents payment, to such extent, of such Defaulted Amount on such date. Any such amount so applied by the Paying Agent shall be retained by the Paying Agent or distributed by the Paying Agent to such other Agents or such other Lender Parties, ratably in accordance with the respective portions of such Defaulted Amounts payable at such time to the Paying Agent, such other Agents and such other Lender Parties and, if the amount of such payment made by the Borrower shall at such time be insufficient to pay all Defaulted Amounts owing at such time to the Paying Agent, such other Agents and such other Lender Parties, in the following order of priority: (i) That Defaulting Lender’s right first, to approve or disapprove the Agents for any amendmentDefaulted Amounts then owing to them, waiver or consent in their capacities as such, ratably in accordance with respect such respective Defaulted Amounts then owing to this Agreement shall be restricted as set forth in Section 10.01.the Agents; (ii) second, to the Issuing Banks and the Swing Line Bank for any Defaulted Amounts then owing to them, in their capacities as such, ratably in accordance with such respective Defaulted Amounts then owing to the Issuing Banks and the Swing Line Bank; and (iii) third, to any other Lender Parties for any Defaulted Amounts then owing to such other Lender Parties, ratably in accordance with such respective Defaulted Amounts then owing to such other Lender Parties. Any payment portion of principal, interest, fees or other amounts received such amount paid by the Administrative Agent Borrower for the account of that such Defaulting Lender (whether voluntary or mandatoryremaining, at maturity, after giving effect to the amount applied by the Paying Agent pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09this subsection (a), shall be applied at such time or times as may be determined by the Administrative Paying Agent as follows: first, to the payment specified in subsection (b) of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender2.15. (b) If In the Borrowersevent that, at any one time, (i) any Lender Party shall be a Defaulting Lender, (ii) such Defaulting Lender shall not owe a Defaulted Advance or a Defaulted Amount and (iii) the Administrative Borrower, any Agent or any other Lender Party shall be required to pay or distribute any amount hereunder or under any other Loan Document to or for the account of such Defaulting Lender, then the Borrower or such Agent or such other Lender Party shall pay such amount to the Paying Agent to be held by the Paying Agent, to the fullest extent permitted by applicable law, in escrow or the Paying Agent shall, to the fullest extent permitted by applicable law, hold in escrow such amount otherwise held by it. Any funds held by the Paying Agent in escrow under this subsection (b) shall be deposited by the Paying Agent in such account as the Paying Agent shall designate in writing to the Borrower and the Defaulting Lender, in the name and under the control of the Paying Agent, but subject to the provisions of this subsection (b). The terms applicable to such account, including the rate of interest payable with respect to the credit balance of such account from time to time, shall be the Paying Agent’ standard terms applicable to escrow accounts maintained with it. Any interest credited to such account from time to time shall be held by the Paying Agent in escrow under, and applied by the Paying Agent from time to time in accordance with the provisions of, this subsection (b). The Paying Agent shall, to the fullest extent permitted by applicable law, apply all funds so held in escrow from time to time to the extent necessary to make any Advances required to be made by such Defaulting Lender and to pay any amount payable by such Defaulting Lender hereunder and under the other Loan Documents to the Paying Agent or any other Lender Party, as and when such Advances or amounts are required to be made or paid and, if the amount so held in escrow shall at any time be insufficient to make and pay all such Advances and amounts required to be made or paid at such time, in the following order of priority: (i) first, to the Agents for any amounts then due and payable by such Defaulting Lender to them hereunder, in their capacities as such, ratably in accordance with such respective amounts then due and payable to the Agents; (ii) second, to the Issuing Banks and the Swing Line Lender Bank for any amounts then due and each L/C Issuer agree in writing payable to them hereunder, in their sole discretion capacities as such, by such Defaulting Lender, ratably in accordance with such respective amounts then due and payable to the Issuing Banks and the Swing Line Bank; (iii) third, to any other Lender Parties for any amount then due and payable by such Defaulting Lender to such other Lender Parties hereunder, ratably in accordance with such respective amounts then due and payable to such other Lender Parties; and (iv) fourth, to the Borrower for any Advance then required to be made by such Defaulting Lender pursuant to a Commitment of such Defaulting Lender. In the event that any Lender Party that is a Defaulting Lender should no longer be deemed shall, at any time, cease to be a Defaulting Lender, any funds held by the Administrative Paying Agent will so notify in escrow at such time with respect to such Lender Party shall be distributed by the parties hereto, whereupon as Paying Agent to such Lender Party and applied by such Lender Party to the Obligations owing to such Lender Party at such time under this Agreement and the other Loan Documents ratably in accordance with the respective amounts of such Obligations outstanding at such time. (c) The rights and remedies against a Defaulting Lender under this Section 2.15 are in addition to other rights and remedies that the effective date specified in Borrower may have against such notice and subject to any conditions set forth therein (which may include arrangements Defaulting Lender with respect to any Cash Collateral), Defaulted Advance and that any Agent or any Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take Party may have against such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Defaulting Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting LenderDefaulted Amount.

Defaulting Lenders. (a) Notwithstanding anything Anything contained herein to the contrary contained notwithstanding, in this Agreement, if the event that any Lender becomes a Defaulting Lender, then, until : (a) during any Default Period with respect to such time as that Lender is no longer a Defaulting Lender, such Defaulting Lender will be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers, except with respect to Section 10.5(b) or any other matter which disproportionately affects such Defaulting Lender) with respect to any of the Credit Documents; (b) to the extent permitted by applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendmentlaw, waiver or consent until such time as the Default Excess with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any such Defaulting Lender has been reduced to zero, any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section 8.3 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 10.09), 10.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the applicable L/C Issuer or Swing Line Lender any Issuing Bank hereunder; third, if so reasonably determined by to Cash Collateralize the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, Issuing Banks’ fronting exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swing Line Loan or Letter of Creditaccordance with Section 2.4(h); fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default existshas occurred and is continuing), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released pro rata in order to (i) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (ii) Cash Collateralize the Issuing Banks’ future fronting exposure with respect to such Defaulting Lender with respect to such future Letters of Credit issued under this Agreement, in accordance with Section 2.4(h); sixth, to the payment of any amounts owing to the Lenders, Lenders or the applicable L/C Issuer or Swing Line Lender Issuing Banks as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, Lender or the applicable L/C Issuer or Swing Line Lender Issuing Banks against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) existshas occurred and is continuing, to the payment of any amounts owing to the Borrowers Borrower as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xi) such payment is a payment of the principal amount of any Loans or L/C Borrowings Letter of Credit Usage in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings Letter of Credit Usage owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Letter of Credit Usage owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments of the applicable Class without giving effect to Section 2.22(c). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.22(b) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That . Such Defaulting Lender (x) shall will not be entitled to receive (i) any commitment increased rate of interest pursuant to Section 2.10 and (ii) any fee pursuant to Section 2.09(a2.11(a), in each case, in respect of any Default Period with respect to such Defaulting Lender; (c) for all or any period during which that Lender is part of a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited ’s participation in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing Obligations will be reallocated among the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Lenders holding Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held Commitments on a pro rata basis by the Lenders in accordance with according to their ratable shares Revolving Credit Commitments (calculated without giving effect regard to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a such Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except ’s Revolving Credit Commitment) but only to the extent otherwise expressly agreed that such reallocation does not cause any non-Defaulting ▇▇▇▇▇▇’s Revolving Credit Exposure (defined, solely for purposes of this clause (c), by reference to clause (b) of the affected parties, definition of “Revolving Credit Exposure”) at such time to exceed such ▇▇▇▇▇▇’s Revolving Credit Commitment (it being understood that no change reallocation hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that a non-Defaulting Lender having been against a Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation); provided that: (i) if the reallocation described in this clause (c) cannot, or can only partially, be effected, the Borrower will, without prejudice to any right or remedy available to it hereunder or under Law, within one (1) Business Day following written notice by the Administrative Agent Cash Collateralize such Defaulting Lender’s portion of the Revolving Credit Exposure in respect of Letters of Credit (after giving effect to any partial reallocation pursuant to this clause (c)) in accordance with the procedures set forth in Section 2.4(h) for so long as such Revolving Credit Exposure in respect of Letters of Credit is outstanding; (ii) if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s Revolving Credit Exposure in respect of Letters of Credit pursuant to this proviso, the Borrower will not be required to pay any letter of credit participation fee to such Defaulting Lender during the period such Defaulting Lender’s Revolving Credit Exposure in respect of Letters of Credit is Cash Collateralized; (iii) if the Revolving Credit Exposure in respect of Letters of Credit of the non-Defaulting Lenders is reallocated pursuant to this clause (c), then the fees payable to the Lenders pursuant to Section 2.11(a)(i) will be adjusted in accordance with such non-Defaulting Lenders’ reallocated Revolving Credit Exposure in respect of Letters of Credit; and (iv) if any Defaulting ▇▇▇▇▇▇’s Revolving Credit Exposure in respect of Letters of Credit is neither Cash Collateralized nor reallocated pursuant to this clause (c), then, without prejudice to any rights or remedies of the Issuing Banks or any Lender hereunder, all commitment fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such Revolving Credit Exposure in respect of Letters of Credit) and letter of credit participation fee payable with respect to such Defaulting Lender’s Revolving Credit Exposure in respect of Letters of Credit will be payable to the applicable Issuing Banks until such Revolving Credit Exposure in respect of Letters of Credit is Cash Collateralized and/or reallocated; (d) the Total Utilization of Revolving Credit Commitments as at any date of determination will be calculated as if such Defaulting Lender has funded all Defaulted Loans. No Commitment of any Lender will be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.22, performance by the Borrower of its obligations hereunder and the other Credit Documents will not be excused or otherwise modified as a result of any Funding Default or the operation of this Section 2.22. The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to other rights and remedies that the Borrower may have against such Defaulting Lender with respect to any Funding Default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any Funding Default; and (e) as long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may, in its sole discretion, elect to prepay any Defaulting Lender and/or terminate the Commitments of any Defaulting Lender, in each case, without penalty or premium; provided that, if such Defaulting Lender is a Revolving Lender, the Required Revolving Lenders shall have consented to such prepayment and/or termination.

Defaulting Lenders. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreementcontrary, if at any time during the term of this Agreement any Lender becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has provided its consent to or approval of any such proceeding or appointment (such Lender, a “Defaulting Lender”), then, until then the outstanding principal amount of Loans held by such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (shall not be included in determining whether voluntary the Required Lenders have taken or mandatorymay take any action hereunder; provided, at maturityhowever, pursuant that if the Loans held by such Defaulting Lender are assigned to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting a replacement Lender pursuant to Section 10.094.08 (Replacement of Lender), then, subject to Section 4.08 (Replacement of Lender), the Loans assigned to such replacement Lender shall be applied at such time included in determining whether the Required Lenders shall have taken or times as may take any action hereunder with respect to actions to be determined taken by the Administrative Agent as follows: firstLenders from and after the effective date of the assignment of such Loans to such replacement Lender; provided, to that if a consent, waiver or vote of all Lenders is required for any action under the payment Financing Documents, then an affirmative consent, waiver or vote of any amounts owing by that the Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender as a result of any non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That given if such Defaulting Lender does not provide a written response within fifteen (x15) shall not be entitled days after the date of a written notice to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a the Defaulting Lender (and the Borrowers shall not be required to pay any requesting such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i)vote or consent. (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) That Defaulting Lender▇▇▇▇▇▇’s right to approve or disapprove any amendment, waiver or consent con- sent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy satis- fy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuer or Swing Line Lender as a result of any non-non- appealable judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) exists, to the payment of any amounts owing to the Borrowers as a result of any non-non- appealable judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting De- faulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.19(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting De- faulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i). (iv) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters Let- ters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Pro Rata Share Share” of each non-non- Defaulting Lender under a Revolving Credit Tranche shall be determined without giving effect to the Commitment under such Revolving Credit Tranche of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Credit Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Credit Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Credit Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Credit Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash CollateralCollat- eral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv2.19(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender ▇▇▇▇▇▇ was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender ▇▇▇▇▇▇ having been a Defaulting Lender.

Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if If for any reason any Lender becomes shall become a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, in addition to the extent permitted by applicable Law:rights and remedies that may be available to Administrative Agent, the other Lenders, Borrower or any other party at law or in equity, and not as a limitation thereof, (i) That such Defaulting Lender’s right to approve participate in the administration of, or disapprove any amendmentdecision-making rights related to, waiver or consent with respect to the Loans, this Agreement and the other Loan Documents shall be restricted as set forth in Section 10.01.suspended during the pendency of such failure or refusal; (ii) Any payment fees shall cease to accrue on the Commitment of such Defaulting Lender pursuant to Section 2.11; (iii) the Commitment and the Loans of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.02); provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender; (iv) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or other amounts received otherwise) shall, in lieu of being distributed to such Defaulting Lender, and in satisfaction of any such payment obligation, be retained by the Administrative Agent for the in a segregated account and, subject to any applicable requirements of that Defaulting Lender (whether voluntary or mandatorylaw, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: (a) first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; , (b) second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the applicable L/C Issuer or Swing Line Lender Issuing Bank hereunder; , (c) third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Representative (on behalf of the Borrowers) may request (so long as no Default or Event of Default exists), to the funding of any Loan or the funding or cash collateralization of any participating interest in any Letter of Credit in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, (d) fourth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit such account and released in order to satisfy as cash collateral for future funding obligations of that the Defaulting Lender to fund Loans under this Agreement; sixth, (e) fifth, pro rata, to the payment of any amounts owing to Borrower or the Lenders, the applicable L/C Issuer or Swing Line Lender Lenders as a result of any non-appealable judgment of a court of competent jurisdiction obtained by Borrower or any Lender, the applicable L/C Issuer or Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default pursuant to Sections 8.01(a), and (f) or (g) existssixth, to the payment of any amounts owing to the Borrowers as a result of any non-appealable judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment prepayment of the principal amount of any Loans or L/C Borrowings reimbursement obligations in respect of LC Disbursements which that a Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waivedfunded, such payment shall be applied solely to pay prepay the Loans of, and L/C Borrowings reimbursement obligations owed to, all non-Defaulting defaulting Lenders on a pro rata basis prior to being applied to the payment prepayment of any Loans ofLoans, or L/C Borrowings reimbursement obligations owed to, that any Defaulting Lender. Any payments; (v) provided there is no Default or Event of Default then existing, prepayments or other amounts paid or payable to if any LC Exposure exists at the time a Lender becomes a Defaulting Lender that are applied then: (1) all or heldany part of such LC Exposure shall be reallocated among the non-defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent the sum of all non-defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s LC Exposure does not exceed the total of all non-defaulting Lenders’ Commitments; (2) if the reallocation described in clause (1) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to pay amounts owed by a any partial reallocation pursuant to clause (1) above) in accordance with the procedures set forth in Section 2.05(j) for so long as such LC Exposure is outstanding; (3) if the Borrower cash collateralizes any portion of such Defaulting Lender or to post Cash Collateral Lender’s LC Exposure pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting LenderParagraph, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers Borrower shall not be required to pay any fees to such fee Defaulting Lender pursuant to Section 2.11 with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized; (4) if the LC Exposure of the non-defaulting Lenders is reallocated pursuant to this Paragraph, then the fees payable to the Lenders pursuant to Section 2.11 shall be adjusted in accordance with such non-defaulting Lenders’ Applicable Percentages; or (5) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this Paragraph, then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all fees that otherwise would have been required payable to have been paid such Defaulting Lender with respect to that such Defaulting Lender) and (y) ’s LC Exposure shall be limited in its right payable to receive Letter of Credit fees as provided in Section 2.03(i).the Issuing Bank until such LC Exposure is cash collateralized and/or reallocated; and (ivvi) During so long as any period in which there Lender is a Defaulting Lender, for purposes the Issuing Bank shall not be required to issue, amend or increase any Letter of computing Credit, unless it is satisfied that the amount related exposure will be 100% covered by the Commitments of the obligation non-defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with this Paragraph, and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-defaulting Lenders in a manner consistent with this Paragraph (and Defaulting Lenders shall not participate therein). A Defaulting Lender’s rights to participate in Lender decision-making and to fully participate in payments due from Borrower shall be restored only upon the payment by such Defaulting Lender of the amounts as to which it is delinquent, and any damages suffered by Borrower as a result of such Defaulting Lender’s default hereunder (including, without limitation, interest on any portion of draw requests funded by Borrower with equity at the Prime Rate plus three percent (3%) per annum). (i) The non-defaulting Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right), the Defaulting Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the Defaulting Lender’s Future Commitment, the Defaulting Lender’s share in future Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest. Each Defaulting Lender shall indemnify Administrative Agent and each non-Defaulting defaulting Lender to acquirefrom and against any and all loss, refinance damage or fund participations in Letters of Credit expenses, including, but not limited to, reasonable attorneys’ fees and funds advanced by Administrative Agent or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Pro Rata Share of each by any non-Defaulting Lender under a Revolving Tranche shall be determined without giving effect to the Commitment under such Revolving Tranche defaulting Lender, on account of that Defaulting Lender; provided that (i) each such reallocation shall be given effect unless an Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender under a Revolving Tranche to acquire, refinance or fund participations in Letters of Credit issued, and Swing Line Loans incurred, under such Revolving Tranche shall not exceed the positive difference, if any, of (1) the Commitment under such Revolving Tranche of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans under such Revolving Tranche of that Revolving Credit Lender. (b) If the Borrowers, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, ’s failure to timely perform its obligations under the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to the application of Section 2.17(a)(iv)) in respect of that Lender, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting LenderLoan Documents.