Common use of Defaulting Lender Clause in Contracts

Defaulting Lender. If any Lender shall, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If Anything contained herein to the contrary notwithstanding, in the event that any Lender shall, at (any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect being a "DEFAULTING LENDER") defaults (a "FUNDING DEFAULT") in its discretion. With respect obligation to the payment of fund any funds from Agent to Loan (a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to "DEFAULTED LOAN") in accordance with the terms hereof shallof this Agreement, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of then (i) voting upon or consenting to amendments, waivers, actions or inactions under during any of the Loan Documents, or Default Period (as defined below) with respect to the Collateral or any Obligationssuch Defaulting Lender, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed a "Lender" for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents (provided, however, that nothing in this clause (i) shall be construed as permitting, without the consent of the relevant Defaulting Lender, a reduction in the principal amount of such Defaulting Lender's funded Loans or other outstanding funded Obligations, an increase in the amount of such Lender's Commitment, or an extension of the Maturity Date), (ii) to the extent permitted by applicable law, until such time as the Default Excess (as defined below) with respect to such Defaulting Lender shall have been reduced to zero, any payment of amounts with respect to the Loans shall be applied first, to amounts funded by Administrative Agent or other Lenders (together with unpaid interest accrued thereon) in lieu of such amounts required to be a “funded by Defaulting Lenders and second, to the Loans of other Lenders (other than any other Defaulting Lenders) as if such Defaulting Lender (and any other Defaulting Lenders) had no Loans outstanding and the Loan Exposure of such Defaulting Lender were zero, (iii) such Defaulting Lender” 's Commitment, Loans and Pro Rata Share with respect thereto shall be excluded for purposes of calculating the commitment fee in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any such commitment fee with respect to such Defaulting Lender’s Commitment 's Commitments in respect of any Default Period with respect to such Defaulting Lender, and (iv) the Total Utilization of Commitments as at any date of determination shall be deemed to be zero (0). The provisions calculated as if such Defaulting Lender had funded all Defaulted Loans of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowerssuch Defaulting Lender.

Defaulting Lender. If any Lender shall, at any time, fail to make any payment to Agent or BofA Fleet that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s 's defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolver Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Revolver Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under matters with respect to any of the Loan Documents, or with respect to the Collateral or any Obligations, Obligations and (ii) determining a defaulting Lender’s 's Pro Rata share of payments and proceeds of Collateral pending such defaulting Lender’s 's cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “"Lender” " and such Lender’s 's Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 3.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by BorrowersBorrower.

Defaulting Lender. If any Lender shall, at any time, fail to make any payment to the applicable Agent or BofA Bank of America or Bank of America-Canada Branch that is required hereunder, the applicable Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as the applicable Agent may elect in its sole discretion. With respect to the payment of any funds from the applicable Agent to a Lender or from a Lender to the applicable Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate, with respect to payment owing to or from a U.S. Revolver Lender or the Canadian Prime Rate, with respect to payments owing to or from a Canadian Revolver Lender. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC a L/C Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC a L/C Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC a L/C Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under matters with respect to any of the Loan Credit Documents, or with respect to the Collateral or any Obligations, Obligations (other than matters described in Section 13.9.1(c)) and (ii) determining a defaulting Lender’s Pro Rata share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Administrative Agent, Canadian Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender refuse to make any Loan or payment in respect of an LC Obligation required to be made by it hereunder or to fund its participation in any L/C Disbursement or Swingline Loan hereunder, or shall notify the Borrower or the Administrative Agent in writing that it does not intend to make any such Loan or fund any such participation, in either case as a result of any takeover of such Lender by any regulatory authority or agency (any such Lender, a "Defaulting Lender"), then, unless and until such Defaulting Lender retracts in writing any such notice and cures all defaults on its part in respect of the date funding of its Pro Rata Percentage of all outstanding Loans, L/C Disbursements and Swingline Loans, (a) any Borrowing. Solely of the Borrower, the Administrative Agent, the Issuing Bank and the Swingline Lender may require such Defaulting Lender to transfer and assign all of its interests, rights and obligations under this Agreement to an assignee in the same manner and effect as among provided in Section 2.18(a), the Lenders provisions of which shall apply, mutatis mutandis, to any such assignment, (b) such Defaulting Lender shall not be entitled to exercise any right of setoff under Section 9.06 and (c) to the maximum extent permitted by applicable law, such Defaulting Lender shall be deemed not to be a "Lender", the Revolving Credit Commitment of such Defaulting Lender shall be deemed not to be in effect and such Defaulting Lender's Revolving Credit Exposure shall be deemed not to exist, in each case solely for purposes of (i) voting upon the definition of the term "Required Lenders" and determining whether any waiver, amendment or consenting to amendments, waivers, actions modification has been approved by the requisite Lenders in accordance with Section 9.08 or inactions under any other applicable provision of the Loan Documents, or with respect to . In no event shall the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 be construed to release any Defaulting Lender from its obligations hereunder to any other party hereto, including its obligations to make Loans and participate in Letters of Credit and Swingline Loans, and such provisions shall not prejudice any claims, or be solely for construed to waive any rights, including any rights to bring legal proceedings against such Defaulting Lender, which the benefit Administrative Agent, any Lender, the Issuing Bank or any Loan Party may have against such Defaulting Lender as a result of Agent and Lenders and may not be enforced any failure by Borrowerssuch Defaulting Lender to honor its obligations under this Agreement.

Defaulting Lender. (a) If for any reason any Lender shallshall fail or refuse to abide by its obligations under this Agreement, at any time, fail including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any payment Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within two (2) days of receipt from the Administrative Agent of written notice thereof, then, in addition to Agent the rights and remedies that may be available to the other Credit Parties, the Loan Parties or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, any other party at such timelaw or in equity, and in such ordernot at limitation thereof, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting such Defaulting Lender’s right to amendments, waivers, actions or inactions under any of participate in the Loan Documentsadministration of, or with respect to decision-making rights related to, the Collateral Obligations, this Agreement or any Obligationsthe other Loan Documents shall be 106 suspended during the pendency of such failure or refusal, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0)have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The provisions of this Section 4.2 Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be solely for restored only upon the benefit payment by the Defaulting Lender of Agent and Lenders and may not be enforced by Borrowersits Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. If any Lender shall(a) In the event that, at any one time, fail (i) any Lender Party shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Advance to the Borrower and (iii) the Borrower shall be required to make any payment hereunder or under any other Loan Document to Agent or BofA that is required hereunderfor the account of such Defaulting Lender, Agent then the Borrower may, but so long as no Default shall not occur or be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, continuing at such time, time and in such order, as Agent may elect in its discretion. With respect to the fullest extent permitted by applicable law, set-off and otherwise apply the Obligation of the Borrower to make such payment to or for the account of any funds from Agent to a such Defaulting Lender or from a against the Obligation of such Defaulting Lender to Agent, make such Defaulted Advance. In the party failing event that the Borrower shall so set-off and otherwise apply the Obligation of the Borrower to make any such payment against the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay Obligation of such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Defaulting Lender to make any such Defaulted Advance on any date, the amount so set-off and otherwise applied by the Borrower shall constitute for all purposes of this Agreement and the other Loan Documents an Advance by such Defaulting Lender made on such date under the Facility pursuant to which such Defaulted Advance was originally required to have been made pursuant to Section 2.01. Such Advance shall be considered, for all purposes of this Agreement, to comprise part of the Borrowing in connection with which such Defaulted Advance was originally required to have been made pursuant to Section 2.01. The Borrower shall notify the Administrative Agent at any time the Borrower reduces the amount of the Obligation of the Borrower to make any payment otherwise required to be made by it hereunder or payment under any other Loan Document as a result of the exercise by the Borrower of its right set forth in respect this subsection (a) and shall set forth in such notice (A) the name of an LC Obligation the Defaulting Lender and the Defaulted Advance required to be made by such Defaulting Lender on and (B) the date amount set-off and otherwise applied in respect of any Borrowingsuch Defaulted Advance pursuant to this subsection (a). Solely as among Any portion of such payment otherwise required to be made by the Lenders and solely Borrower to or for purposes the account of (i) voting upon or consenting to amendmentssuch Defaulting Lender which is paid by the Borrower, waivers, actions or inactions under any of the Loan Documents, or with respect after giving effect to the Collateral or any Obligationsamount set-off and otherwise applied by the Borrower pursuant to this subsection (a), and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero applied by the Administrative Agent as specified in subsection (0). The provisions b) or (c) of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers2.16.

Defaulting Lender. If any Lender shall, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s 's defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under matters with respect to any of the Loan Documents, or with respect to the Collateral or any Obligations, Obligations and (ii) determining a defaulting Lender’s 's share of payments and proceeds of Collateral pending such defaulting Lender’s 's cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “"Lender” " and such Lender’s 's Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. (a) If for any reason any Lender shallshall become a Defaulting Lender, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at any time, fail to make any payment to Agent law or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such timein equity, and in such ordernot at limitation thereof, as Agent may elect in its discretion. With (i) subject to Section 10.01 only with respect to the payment increase or extension of such Lender’s Commitment, such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, (ii) a Defaulting Lender shall be deemed to have assigned any funds and all payments due to it from Agent the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a Lender or from a Lender result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, the party failing any further amount payable to make the full payment when due pursuant to the terms hereof such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, on demand in lieu of being distributed to such Defaulting Lender, be retained by the other party, pay such amount together with interest on such amount at Administrative Agent as cash collateral for future funding obligations of the Federal Funds Rate. The failure of any Defaulting Lender to fund its portion in respect of any Loan or payment existing or future participating interest in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Swing Line Loan or payment Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of clauses (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure hereinabove shall be restored only upon the payment by the Defaulting Lender of its defaults hereunderApplicable Percentage of any Obligations, a defaulting Lender shall not be deemed any participation obligation, or expenses as to be a “Lender” and which it is delinquent, together with interest thereon at the rate set forth in Section 2.14(b) hereof from the date when originally due until the date upon which any such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersamounts are actually paid.

Defaulting Lender. (a) If for any reason any Lender shallshall fail or refuse to abide by its obligations under this Agreement, at any time, fail including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any payment Committed Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the L/C Borrowings and such failure is not cured within two (2) days of receipt from the Administrative Agent of written notice thereof, then, in addition to Agent the rights and remedies that may be available to the other Credit Parties, the Loan Parties or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, any other party at such timelaw or in equity, and in such ordernot at limitation thereof, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting such Defaulting Lender’s right to amendments, waivers, actions or inactions under any of participate in the Loan Documentsadministration of, or with respect to decision-making rights related to, the Collateral Obligations, this Agreement or any Obligationsthe other Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Committed Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be zero (0)retained by the Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Committed Loan or existing or future participating interest in any Letter of Credit. The provisions of this Section 4.2 Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be solely for restored only upon the benefit payment by the Defaulting Lender of Agent and Lenders and may not be enforced by Borrowersits Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.14(b) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. If at any time a Lender is a Defaulting Lender, then, to the extent permitted by applicable law (and notwithstanding any other provision of this Agreement), (i) any payment of Reimbursement Obligations with respect to Letters of Credit (including through sharing of payments pursuant to Section 10.2, but excluding any payment pursuant to Section 2.3(b)) shall, if the Borrower so directs at any timethe time of making such payment, fail be applied first to make any payment amounts owed to Agent or BofA that is required hereunderLenders other than such Defaulting Lender, Agent may, but shall not be required to, retain payments that would otherwise be made as if the amount owed to such defaulting Defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligationReimbursement Obligations were zero, if any, and then to fund its portion amounts owed to such Defaulting Lender; (ii) such Defaulting Lender’s Applicable Percentage of the Revolver Loan or payment Letter of Credit Obligations shall be excluded for purposes of calculating Unused Fees pursuant to Section 2.8(a) in respect of an LC Obligation each day on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by which such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligationsis a Defaulting Lender, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed entitled to be a “Lender” receive any Unused Fees for any such day and (iii) such Defaulting Lender’s Commitment Applicable Percentage shall be deemed to be zero (0)for purposes of calculating Letter of Credit Fees pursuant to Section 2.8(b) in respect of each day on which such Lender is a Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Letter of Credit Fees for any such day. Any payment made pursuant to this Section shall be taken into account for purposes of calculating the Unused Fee and Letter of Credit Fee. The provisions of this Section 4.2 shall be solely for 2.8(c) do not limit, but are in addition to, any other claim or right that the benefit Borrower, the Administrative Agent, the Letter of Credit Agent and Lenders and or any other Lender may not be enforced by Borrowershave against a Defaulting Lender.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Borrower, at any timethe Borrower’s election, fail may elect to make any payment to Agent or BofA terminate such Defaulting Lender’s Revolving Commitment hereunder; provided that is required hereunder(A) such termination must be of the Defaulting Lender’s entire Revolving Commitment, Agent may, but (B) the Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such defaulting Defaulting Lender hereunder in such Lender’s capacity as a Lender under this Agreement and apply such payments under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such defaulting Defaulting Lender, accrued Commitment Fees (subject to the proviso Section 2.7(a)), and letter of credit fees but specifically excluding any amounts owing under Section 2.10 as result of such payment of such Revolving Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderratable share of the Dollar Equivalent of the Letter of Credit Exposure (after giving effect to any reallocation pursuant to Section 2.16), and (C) a Defaulting Lender’s Revolving Commitment may be terminated by the Borrower under this Section 2.1(c)(ii) if and only if at such time, (x) the Borrower has elected, or is then electing, to terminate the Revolving Commitments of all then existing Defaulting Lenders and in such order, as Agent may elect in its discretion(y) no Default has occurred and is continuing. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Revolving Commitment pursuant to this clause (ii) and the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (B) and (C) above, (1) such Defaulting Lender on the date of any Borrowing. Solely shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Sections 2.11, 2.13, 8.5 and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or 9.2 shall continue with respect to the Collateral events and occurrences occurring before or any Obligationsconcurrently with its ceasing to be a “Lender” hereunder, (2) such Defaulting Lender’s Revolving Commitment shall be deemed terminated, and (ii3) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure Defaulting Lender shall be relieved of its defaults obligations hereunder as a “Lender” except as to its obligations under Section 8.5 and Section 9.2(d) which obligations shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, a defaulting Lender shall provided that, any such termination will not be deemed to be a “waiver or release of any claim by the Borrower, the Administrative Agent, the Swing Line Lender” and , Issuing Lenders or any Lender may have against such Defaulting Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, (a) fail to make any payment to Agent or BofA Regions that is required hereunderhereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Defaulting Lender hereunder and apply such payments to such defaulting Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowingborrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under matters with respect to any of the Loan Credit Documents, or with respect to the Collateral or any Obligations, Obligations and (ii) determining a defaulting Defaulting Lender’s share of payments payments, fees and proceeds of Collateral pending such defaulting Defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole the Commitment of a Defaulting Lender shall(but without a reduction or termination of the Commitments of the other Lenders), at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but and the Aggregate Facility Amount shall not be required to, retain payments that would otherwise be made reduced by the amount of such Defaulting Lender’s Commitment in effect immediately prior to such defaulting Lender hereunder and apply termination; provided that (x) such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Lender, the Swing Line Lender or any Lender may have against such Defaulting Lender under this Agreement, (y) any fees owing to such Defaulting Lender with respect to its Commitment through the effective date of such termination shall be paid on the next date on which such fees are paid to the other Lenders pursuant to the terms of this Agreement and (z) the Borrower shall not be required to pay the principal of or interest on the Loans, or any other amounts payable under the Loan Documents, owing to such Lender on the effective date of such termination as a condition thereto, but shall be required to pay such principal, interest and other amounts owing to such Lender at the times otherwise provided for in the Loan Documents and such Lender shall continue to be a “Lender” under the Loan Documents until such principal, interest and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersother amounts are paid in full.”

Defaulting Lender. If a Lender fails to fund its Pro Rata Share of any Future Advance on or before the time required thereunder, then, Administrative Agent shall promptly notify Borrower and any other Lender shall, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting a Lender hereunder and apply such payments to such defaulting has become a Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect addition to the payment rights and remedies (including the right to bring an action or suit against the Defaulting Lender) that may be available to the non-Defaulting Lenders and Borrower at law and in equity, and notwithstanding any provision of this Agreement or any funds from other agreement to the contrary, upon not less than ten (10) Business Days’ notice to Administrative Agent and all Lenders (“Defaulting Lender Notice”), Borrower may (i) prepay at par the Defaulting Lender’s Pro Rata Share of the Loan, together with accrued and unpaid interest thereon and any other sums then due to a such Defaulting Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shallof this Agreement, on demand by excluding any Spread Maintenance Premium or any other prepayment penalty, premium or similar fee or (ii) require that such Defaulting Lender transfer all of its right, title and interest under this Agreement and the other partyLoan Documents to a proposed lender identified by Borrower that is an Eligible Assignee if such proposed lender agrees to assume all of the obligations of such Defaulting Lender under this Agreement and other Loan Documents, pay and to purchase all of such Defaulting Lender’s commitment of the Loan for an aggregate consideration equal to the aggregate outstanding principal amount of such Defaulting Lender’s commitment of the Loan, together with any accrued but unpaid interest on such amount at the Federal Funds Rate. The failure of any Lender thereon to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowingsuch purchase. Notwithstanding the foregoing, but no if a Defaulting Lender funds its Pro Rata Share of such Future Advance within two (2) Business Days after the date of delivery of a Defaulting Lender Notice, such Lender shall cease to be a Defaulting Lender; provided, that during the Term, a Lender shall be responsible for entitled to not more than three (3) cures of a failure to fund a Future Advance on or before the failure time required thereunder; provided, further, that non-Defaulting Lender(s) shall have the right, following the expiration of the two (2) Business Day period referred to in this sentence and prior to the expiration of the ten (10) Business Day period following delivery of a Defaulting Lender Notice to acquire at par the Defaulting Lender’s Pro Rata Share of the Loan, together with accrued and unpaid interest thereon and any other sums then due to such Defaulting Lender pursuant to make the terms of this Agreement, excluding any Loan Spread Maintenance Premium or payment in respect any other prepayment penalty, premium or similar fee and the Commitments of an LC Obligation to such non-Defaulting Lender(s) shall be made increased by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any unfunded Commitment of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If In the event that any Lender shallfails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the Borrower, at which such Lender is obligated to fund under the terms of this Agreement (the portion of such Advance funded by any timeother Lenders being hereinafter referred to as a "Non Pro Rata Loan"), fail until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to make any payment the Administrative Agent by the Borrower and otherwise required to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made applied to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment 's share of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due all other Obligations pursuant to the terms hereof shall, on demand of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other party, pay Obligations. Notwithstanding anything in this Agreement to the contrary: the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; any such amount together with interest on such amount at the Federal Funds Rate. The Lender shall be deemed to have cured its failure of any Lender to fund its Applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligationsuch Advance is fully funded to the Borrower, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be whether made by such Lender on itself or by operation of the date terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Borrowing. Solely Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as among the Lenders and solely for purposes until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (iA) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be a “entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender” and such Lender’s Commitment 's requested Advance, shall be deemed to be zero (0). The provisions of this Section 4.2 allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be solely for calculated based upon the benefit average amount by which the aggregate Revolving Loan Commitments of Agent such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and Lenders and may not be enforced by Borrowersoutstanding Letters of Credit.

Defaulting Lender. If any Lender shall, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required toobligated to transfer to a Defaulting Lender any payments made by Borrowers to Agent for the Defaulting Lender’s benefit, retain payments that would otherwise be made and, in the absence of such transfer to such defaulting Lender hereunder and apply the Defaulting Lender, Agent shall promptly transfer any such payments to each other non-Defaulting Lender ratably in accordance with their Commitments (but only to the extent that such defaulting Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand Advance was funded by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligationLenders) or, if anyso directed by Administrative Borrower and if no Default or Event of Default has occurred and is continuing (and to the extent such Defaulting Lender’s Advance was not funded by the other Lenders), retain the same to fund be re-advanced to Borrowers as if such Defaulting Lender had made Advances to applicable Borrowers. Subject to the foregoing, Agent may hold and, in its portion of Permitted Discretion, re-lend to the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible applicable Borrowers for the failure account of any other such Defaulting Lender to make any Loan or payment in respect the amount of an LC Obligation to be made all such payments received and retained by Agent for the account of such Lender on the date of any BorrowingDefaulting Lender. Solely as among for the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or matters with respect to the Collateral or any ObligationsLoan Documents and for calculating Unused Line Fees pursuant to Section 2.10(a), and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero zero. This Section shall remain effective with respect to such Lender until (0)x) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable, (y) the non-Defaulting Lenders, Agent and Administrative Borrower shall have waived such Defaulting Lender’s default in writing, or (z) the Defaulting Lender makes its Pro Rata Share of the applicable Advance and pays to Agent all amounts owing by Defaulting Lender in respect thereof. The provisions operation of this Section 4.2 shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrowers of their duties and obligations hereunder to Agent or to Lenders other than such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Administrative Borrower at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent and an Eligible Transferee. 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 Acceptance in favor of the substitute Lender (and agrees that it shall be solely for deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the benefit outstanding Obligations (other than Bank Product Obligations) without any premium or penalty of Agent and Lenders and may any kind whatsoever; provided however, that any such assumption of the Commitment of such Defaulting Lender shall not be enforced by deemed to constitute a waiver of any of the Lender Groups’ or Borrowers’ rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Borrower, at any timethe Borrower’s election, fail may elect to make any payment terminate such Defaulting Lender’s Revolving Commitment hereunder or such Defaulting Lender’s Term Commitment; provided that (A) such termination must be of the Defaulting Lender’s entire Revolving Commitment or Term Commitment, (B) the Non-Defaulting Lenders shall each have the option to Agent accept an assignment of the Defaulting Lender’s Revolving Commitment or BofA Term Commitment pursuant to Section 2.13 in lieu of a termination of Commitments pursuant to this Section 2.1(c)(iii), (C) to the extent that is required hereunderthe Non-Defaulting Lenders do not take an assignment as provided in the immediately preceding clause (B), Agent may, but the Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such defaulting Defaulting Lender hereunder in such Defaulting Lender’s capacity as a Revolving Lender under this Agreement and apply such payments under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such defaulting Defaulting Lender, accrued Commitment Fees (subject to Section 2.6(a)), and letter of credit fees but specifically excluding any amounts owing under Section 2.9 as result of such repayment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderratable share of the Letter of Credit Exposure (other than any such Letter of Credit Exposure that has been reallocated pursuant to Section 2.14), (D) if any Term Commitment is being terminated pursuant to this clause (iii), the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender in such Lender’s capacity as a Term Lender under this Agreement and under the other Credit Documents (including principal of and interest on the Term Advances owed to such Defaulting Lender, and accrued Commitment Fees (subject to Section 2.6(a)) but specifically excluding any amounts owing under Section 2.9 as result of such payment of such Advances), (E) a Defaulting Lender’s Revolving Commitment and unused Term Commitment may be terminated by the Borrower under this Section 2.1(c)(iii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Revolving Commitments and in the unused Term Commitments of all then existing Defaulting Lenders, and (F) such order, as Agent may elect in its discretiontermination shall not be permitted if an Event of Default has occurred and is continuing. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Revolving Commitment and Term Commitment pursuant to this clause (iii) and the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (C) above, (1) such Defaulting Lender on the date of any Borrowing. Solely shall cease to be a “Revolving Lender” or a “Term Lender”, as among the Lenders applicable, hereunder for all purposes except that such Lender’s rights and solely for purposes of (i) voting upon obligations as a Revolving Lender or consenting to amendmentsa Term Lender, waiversas applicable, actions or inactions under any of the Loan DocumentsSections 2.10, or 2.12, 8.9 and 9.1 shall continue with respect to the Collateral events and occurrences occurring before or any Obligationsconcurrently with its ceasing to be a “Revolving Lender” or “Term Lender”, as applicable, hereunder, (2) such Defaulting Lender’s Revolving Commitment and Term Commitment shall be deemed terminated, and (ii3) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure Defaulting Lender shall be relieved of its defaults obligations hereunder as a “Revolving Lender” and “Term Lender”, as applicable, except as to its obligations under Section 8.9 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” or “Term Lender”, as applicable, hereunder, a defaulting Lender shall provided that, any such termination will not be deemed to be a “waiver or release of any claim that the Borrower, the Administrative Agent, the Swing Line Lender” , the Issuing Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything herein to the contrary, (x) if no Term Commitment is then being terminated pursuant to this clause (iii), the termination of commitments, rights and such obligations provided for in this clause (iii) shall not affect rights and obligations that a Lender may have in its capacity as a Term Lender and (y) any termination of a Defaulting Lender’s Revolving Commitment pursuant to this clause (iii) must occur concurrently with a termination of such Defaulting Lender’s Term Commitments. Notwithstanding anything herein to the contrary, the Non-Defaulting Lenders’ option to take an assignment as provided in Section 2.1(c)(iii)(B) may be exercised by a Non-Defaulting Lender in its sole and absolute discretion and nothing contained herein shall be deemed obligate any Non-Defaulting Lender to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowerstake any such assignment.

Defaulting Lender. If Anything contained herein to the contrary notwithstanding, in the event that any Lender shall, at (any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect being a "DEFAULTING LENDER") defaults (a "FUNDING DEFAULT") in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender obligation to fund its portion participation in any Letter of any Loan Credit (a "DEFAULTED PARTICIPATION") in accordance with the terms of this Agreement or payment defaults in respect of an LC Obligation shall not relieve any other Lender of its obligationobligation to comply with the agreements contained in subsection 10.1H, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of then (i) voting upon or consenting to amendments, waivers, actions or inactions under during any of the Loan Documents, or Default Period (as defined below) with respect to the Collateral or any Obligationssuch Defaulting Lender, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed a "Lender" for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Credit Documents (provided, however, that nothing in this clause (i) shall be construed as permitting, without the consent of the relevant Defaulting Lender, a reduction in the principal amount of such Defaulting Lender's outstanding funded Obligations, an increase in the amount of such Lender's Letter of Credit Commitment or participation in any Letters of Credit, a reduction or postponement of the due date of any amount funded by such Defaulting Lender and payable in respect of any Letter of Credit, an extension of the expiration date of any Letter of Credit beyond the Maturity Date, or an extension of the Maturity Date), (ii) solely in the case of a Funding Default, to the extent permitted by applicable law, until such time as the Default Excess (as defined below) with respect to such Defaulting Lender shall have been reduced to zero, any payment or reimbursement of amounts with respect to a drawing under a Letter of Credit shall be applied first, to amounts funded by Agents, Issuing Lenders or other Lenders (together with unpaid interest accrued thereon) in lieu of such amounts required to be funded by Defaulting Lenders and second, to the Letter of Credit participations of other Lenders (other than any other Defaulting Lenders) as if such Defaulting Lender (and any other Defaulting Lenders) had no participations outstanding and the Letter of Credit Exposure of such Defaulting Lender were zero, (iii) except to the extent that the immediately preceding clause (ii) applies, during any Default Period with respect to such Defaulting Lender any payment or reimbursement of amounts funded by such Defaulting Lender with respect to a “drawing under a Letter of Credit shall be applied first, to cash collateralize, to the full extent thereof, the maximum amount of the Letter of Credit Commitment of such Defaulting Lender pursuant to documentation and arrangements reasonably satisfactory to Administrative Agent and Issuing Lenders, second, to reimburse fees and expenses of the type described in the last sentence of subsection 10.1H in connection with such cash collateralization, and third, to reimburse amounts funded by such Defaulting Lender with respect to its participations in Letters of Credit, and (iv) such Defaulting Lender” 's Letter of Credit Commitment and Pro Rata Share with respect thereto shall be excluded for purposes of calculating the letter of credit fees under subsection 3.2 in respect of any day during any Default Period with respect to such Defaulting Lender, and such Lender’s Commitment Defaulting Lender shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersentitled to receive any such letter of credit fee with respect to such Defaulting Lender's Letter of Credit Commitments in respect of any Default Period with respect to such Defaulting Lender.

Defaulting Lender. (a) If for any reason any Lender shallshall fail or refuse to abide by its payment and/or funding obligations under this Agreement, at any timeincluding, fail without limitation, its obligation to make any payment available to Agent its Revolving Line Commitment Percentage of any Advances and/or its Term Loan Commitment Percentage of any Term Loan Advance, expenses or BofA setoff and such failure is not cured within two (2) days of receipt from Agent of written notice thereof (such Lender is referred to herein as a “Defaulting Lender”), then, in addition to the rights and remedies that is required hereundermay be available to the other Lenders, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, Borrower or any other party at such timelaw or in equity, and in such ordernot at limitation thereof, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting such Defaulting Lender’s right to amendments, waivers, actions or inactions under any of participate in the Loan Documentsadministration of, or with respect to decision-making rights related to, the Collateral Obligations, this Agreement or any Obligationsthe other Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to have assigned any and all payments due to it from Borrower, whether on account of outstanding Advances, Term Loan Advances, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments, Lenders’ respective Commitment Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of Agent, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be zero (0)retained by Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Advance and/or Term Loan Advance. The provisions of this Section 4.2 Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be solely for restored only upon the benefit payment by the Defaulting Lender of Agent and Lenders and may not be enforced by Borrowersits Commitment Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.5(g) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (a) If for any reason any Lender shallshall fail or refuse to abide by its obligations under this Agreement, at any time, fail including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any payment Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to Agent the rights and remedies that may be available to the other Credit Parties, the Loan Parties or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, any other party at such timelaw or in equity, and in such ordernot at limitation thereof, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting such Defaulting Lender’s right to amendments, waivers, actions or inactions under any of participate in the Loan Documentsadministration of, or with respect to decision-making rights related to, the Collateral Obligations, this Agreement or any Obligationsthe other Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be zero (0)retained by the Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The provisions of this Section 4.2 Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be solely for restored only upon the benefit payment by the Defaulting Lender of Agent and Lenders and may not be enforced by Borrowersits Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Applicable Borrower, at any timesuch Borrower’s election, fail may elect to make any payment to Agent or BofA terminate such Defaulting Lender’s Commitment hereunder; provided that is required hereunder(A) such termination must be of all of the Defaulting Lender’s Commitments, Agent may, but (B) the Applicable Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Applicable Borrower to such defaulting Defaulting Lender hereunder in such Lender’s capacity as a Lender under this Agreement and apply such payments under the other Credit Documents (including principal of and interest on the Advances owed to such defaulting Defaulting Lender, accrued Commitment Fees (subject to Section 2.18(a)(iii)), and letter of credit fees (subject to Section 2.18(a)(iii) but specifically excluding any amounts owing under Section 2.12 as result of such payment of such Advances) and shall deposit with the Applicable Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderratable share of the Dollar Equivalent of the Letter of Credit Exposure (including any such portion thereof that has been reallocated pursuant to Section 2.18), (C) a Defaulting Lender’s Commitments may be terminated by the Applicable Borrower under this Section 2.1(d) if and only if at such time, such Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders, and in (D) no Default has occurred and is continuing at the time of such order, as Agent may elect in its discretionelection and termination. With respect Upon written notice to the payment Defaulting Lender and Applicable Administrative Agent of any funds from Agent the Applicable Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Commitments pursuant to this clause (iii) and the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Applicable Borrower under clause (B) and (C) above, (1) such Defaulting Lender on the date of any Borrowing. Solely shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Section 2.11, Section 2.13, Section 2.15, Section 8.3 and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or Section 9.1 shall continue with respect to the Collateral events and occurrences occurring before or any Obligationsconcurrently with its ceasing to be a “Lender” hereunder, (2) such Defaulting Lender’s Commitments shall be deemed terminated, and (ii3) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure Defaulting Lender shall be relieved of its defaults obligations hereunder as a “Lender” except as to its obligations under Section 8.3 and Section 9.1 and any other obligations that expressly survive, which obligations shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, a defaulting Lender shall provided that, any such termination will not be deemed to be a “waiver or release of any claim by the Borrowers, the Administrative Agents, the Swingline Lender” and , Issuing Lenders or any Lender may have against such Defaulting Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall(a) In addition to the rights and remedies that may be available under this Agreement or applicable law, if at any timetime a Lender is a Defaulting Lender such Defaulting Lender’s right to collect Unused Commitment Fees and Letter of Credit Fees or to participate in the administration of the Loans, fail this Agreement and the other Transaction Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Required Lenders, shall be suspended while such Lender remains a Defaulting Lender; provided, however, that the Revolving Credit Commitment of such Lender may not be increased and the period of such Revolving Credit Commitment may not be extended without such Lender’s consent. If a Lender is a Defaulting Lender because it has failed to make any timely payment to the Agent of any amount required to be paid to the Agent hereunder, in addition to other rights and remedies which the Agent or BofA that the Borrower may have, 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 required hereundermade at the Fed Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Transaction Document until such defaulted payment and related interest has been paid in full and such default no longer exists 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 may, but in respect of a Defaulting Lender’s Loans shall not be required to, retain payments that would otherwise be made paid to such defaulting Defaulting Lender hereunder and apply shall be held uninvested by the Agent and either applied against the purchase price of such payments Loans under the following subsection (b) or paid to such defaulting Lender’s defaulted obligations hereunder, at Defaulting Lender upon the default of such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Defaulting Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersbeing cured.

Defaulting Lender. If At any time when a Lender shall, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting then a Defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, so long as no Default exists at such time, and the Borrower, at the Borrower’s election may elect to terminate such Defaulting Lender’s Revolving Commitment hereunder; provided that (A) such termination must be of the Defaulting Lender’s entire Revolving Commitment, (B) the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender in such orderLender’s capacity as a Revolving Lender under this Agreement and under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such Defaulting Lender, accrued commitment fees (subject to Section 2.7(a)), and letter of credit fees but specifically excluding any amounts owing under Section 2.10 as result of such payment of Revolving Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, (C) a Defaulting Lender’s Revolving Commitment may elect in its discretionbe terminated by the Borrower under this Section 2.1(c)(iii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Revolving Commitments of all then existing Defaulting Lenders. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Revolving Commitment pursuant to this clause (iii) and the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (B) above, (A) such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed cease to be a “Revolving Lender” hereunder for all purposes except that such Revolving Lender’s rights as a Revolving Lender under Sections 2.11, 2.13, 8.5 and 9.2 and such Revolving Lender’s obligations under Section 8.5 and all other provisions in this Agreement which expressly survive, in each case, shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” hereunder, (B) such Defaulting Lender’s Revolving Commitment shall be deemed to be zero terminated, and (0). The provisions of this Section 4.2 C) such Defaulting Lender shall be solely relieved of its obligations hereunder as a “Revolving Lender” other than as described in clause (A) above. Notwithstanding anything herein to the contrary, the termination of commitments, rights and obligations provided for the benefit of Agent in this clause (iii) shall not affect rights and Lenders and obligations that a Lender may not be enforced by Borrowershave in its capacity as a Term Lender.

Defaulting Lender. (i) If any Lender shallis a Defaulting Lender, then the Borrower, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent its sole expense may, but upon notice to such Lender and the Administrative Agent, require such Lender subject to this Section 2.12(E) to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement and under the Advances, and Commitments of the Lender being replaced hereunder to an assignee that shall assume all those rights and obligations; provided, however, that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having valid jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed and (z) the Borrower or such assignee shall have paid to the replaced Lender in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Advances of such Lender plus all fees and other amounts accrued for the account of such Xxxxxx hereunder with respect thereto. A Lender subject to this Section 2.12(E) shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment such assignment and delegation if prior to any such assignment and delegation the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply. Each party hereto agrees that (a) an assignment required pursuant to this Section 2.12(E) may be effected pursuant to an Assignment Agreement and (b) the Lender required to make such assignment need not be a party to such Assignment Agreement in respect of an LC Obligation order for such assignment to be made by such Lender on the date of any Borrowing. Solely as among the Lenders effective and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to have consented to and be zero (0)bound by the terms thereof; provided that, following the effectiveness of any such Assignment Agreement, the other parties to such Assignment Agreement agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided, further, that any such documents shall be without recourse to or warranty by the parties thereto. The provisions of this Section 4.2 shall be solely for the benefit of Administrative Agent and Lenders and may not be enforced by Borrowerseach Lender hereby agree to cooperate with the Borrower to effectuate the assignment of any Defaulting Xxxxxx’s interest hereunder.

Defaulting Lender. If Anything contained herein to the contrary notwithstanding, in the event that any Lender shall, at (any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect being a "DEFAULTING LENDER") defaults (a "FUNDING DEFAULT") in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender obligation to fund its portion participation in any Letter of any Loan Credit (a "DEFAULTED PARTICIPATION") or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion any Revolving Loan (a "DEFAULTED LOAN") in accordance with the terms of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowingthis Agreement, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of then (i) voting upon or consenting to amendments, waivers, actions or inactions under during any of the Loan Documents, or Default Period (as defined below) with respect to the Collateral or any Obligationssuch Defaulting Lender, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed a "Lender" for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Credit Documents (provided, however, that nothing in this clause (i) shall be construed as permitting, without the consent of the relevant Defaulting Lender, a reduction in the principal amount of such Defaulting Lender's funded Revolving Loans or other outstanding funded Obligations, an increase in the amount of such Lender's Revolving Loan Commitment or Letter of Credit Commitment or participation in any Letters of Credit, a reduction or postponement of the due date of any amount funded by such Defaulting Lender and payable in respect of any Letter of Credit, an extension of the expiration date of any Letter of Credit beyond the Maturity Date, or an extension of the Maturity Date), (ii) to the extent permitted by applicable law, until such time as the Default Excess (as defined below) with respect to such Defaulting Lender shall have been reduced to zero, any payment of amounts with respect to the Revolving Loans and any payment or reimbursement of amounts with respect to a drawing under a Letter of Credit shall be applied first, to amounts funded by Administrative Agent, Issuing Lender or other Lenders (together with unpaid interest accrued thereon) in lieu of such amounts required to be a “funded by Defaulting Lenders and second, to the Revolving Loans or Letter of Credit participations, as the case may be, of other Lenders (other than any other Defaulting Lenders) as if such Defaulting Lender (and any other Defaulting Lenders) had no Revolving Loans outstanding and the Credit Exposure of such Defaulting Lender were zero, (iii) such Defaulting Lender” 's Commitments, Revolving Loans and Pro Rata Share with respect thereto shall be excluded for purposes of calculating the commitment fee in respect of any day during any Default Period with respect to such Defaulting Lender, such Defaulting Lender's Commitments, Revolving Loans and Pro Rata Shares with respect thereto shall be excluded for purposes of calculating the letter of credit fees under subsection 3.2 in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any such commitment fee or letter of credit fee with respect to such Defaulting Lender’s Commitment 's Commitments in respect of any Default Period with respect to such Defaulting Lender, and (iv) the Credit Utilization as at any date of determination shall be deemed to be zero (0). The provisions calculated as if such Defaulting Lender had funded all Defaulted Loans of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowerssuch Defaulting Lender.

Defaulting Lender. (a) If for any reason any Lender shallshall become a Defaulting Lender or shall fail or refuse to abide by its obligations under this Agreement, at any timeincluding, fail without limitation, its obligation to make available to Administrative Agent its Applicable Percentage of any payment Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or Letter of Credit Exposure and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to Agent the rights and remedies that may be available to the other Credit Parties, the Loan Parties or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, any other party at such timelaw or in equity, and in such ordernot at limitation thereof, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting such Defaulting Lender’s right to amendments, waivers, actions or inactions under any of participate in the Loan Documentsadministration of, or with respect to decision-making rights related to, the Collateral or any Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, provided, that, (A) the Commitment of a Defaulting Lender may not be increased, (B) the Loans of a Defaulting Lender may not be reduced or forgiven and (C) the interest applicable to Obligations owing to a Defaulting Lender may not be reduced in such a manner that by its terms affects such Defaulting Lender more adversely than Non-Defaulting Lenders, in each case of clauses (A), (B) and (C) without the consent of such Defaulting Lender and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment the Administrative Agent shall be deemed authorized, and shall have the right to, use any and all payments due to a Defaulting Lender from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining Non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) may, in lieu of being distributed to such Defaulting Lender, be zero (0). The provisions retained by the Administrative Agent as cash collateral for future funding obligations of this Section 4.2 shall be solely for the benefit Defaulting Lender in respect of Agent and Lenders and may not be enforced by Borrowersany Committed Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit.

Defaulting Lender. If any and to the extent that a Lender shallis a Defaulting Lender, at any time, fail Borrowers and Defaulting Lender severally agree to make any payment repay to Agent or BofA that is forthwith on demand such amount required hereunder, Agent may, but shall not to be required to, retain payments that would otherwise be made to paid by such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Defaulting Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on thereon, for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Agent (i) in the case of a Defaulting Lender at the Federal Funds Rate. The failure Rate and (ii) in the case of any Lender Borrowers, at the rate of interest applicable to fund its portion of any Loan or payment in respect of an LC Obligation such Revolving Loan; provided, that Borrowers’ obligation to repay such advance to Agent shall not relieve any other such Defaulting Lender of its obligationliability to Agent for failure to settle as provided in this Agreement. Agent shall not be obligated to transfer to any Defaulting Lender any payments (including any principal, if anyinterest, fees or other amounts) made by, or on behalf of, Borrowers to fund its portion Agent for the Defaulting Lender’s benefit; nor will a Defaulting Lender be entitled to the sharing of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no any payments hereunder. Amounts payable to a Defaulting Lender shall instead be responsible paid to or retained by Agent. Agent may hold and, in its discretion, re-lend to Borrowers the amount of all such payments received or retained by it for the failure account of such Defaulting Lender. Any amounts so re-lent to Borrowers shall bear interest at the rate applicable to Daily LIBOR Rate Loans and for all other purposes of this Agreement shall be treated as if they were Revolving Loans. In addition, Agent may elect, in its discretion, on any other Lender one or more occasions to continue to make any Loan or payment in respect Interim Advances out of an LC Obligation Agent’s own funds on behalf of such Defaulting Lender, and such Defaulting Lender will unconditionally be obligated to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely pay its Pro Rata Share thereof; provided, however, that for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or matters with respect to the Collateral or any ObligationsLoan Documents and determining Pro Rata Shares, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed not to be a “Lender” ”, and each of such Defaulting Lender’s Commitment and the unpaid principal balance of the Loans owing to such Defaulting Lender shall be deemed to be zero (0-0-). Until a Defaulting Lender cures its failure to fund its Pro Rata Share of any Loan, the Unused Line Fee shall accrue in favor of Lenders which have funded their respective Pro Rata Shares of such requested Loan and shall be allocated among such performing Lenders ratably based upon their relative Commitments. This Section shall remain effective with respect to such Lender until such time as the Defaulting Lender shall no longer be in default of any of its obligations under this Agreement. The provisions terms of this Section 4.2 shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by any Borrower of its duties and obligations hereunder or under any of the other Loan Documents. Until such time as the Defaulting Lender shall no longer be in default of any of its obligations under this Agreement, Borrowers, so long as no Event of Default then exists, may: (A) request Agent to use reasonable efforts to identify a replacement Lender or financial institution satisfactory to Borrowers to acquire and assume all or a ratable part of all of such Defaulting Lender’s Loans and Commitments (a “Replacement Lender”), provided that Agent will have no duty to undertake a formal syndication or any underwriting obligations of any nature with respect to any proposed Replacement Lender requested by Borrowers; (B) request one or more of the other Lenders to acquire and assume all or part of such Defaulting Lender’s Loans and Commitment; or (C) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (A) or (C) shall be solely for subject to the benefit prior consent of Agent Agent. Borrowers and Lenders further acknowledge that Agent assumes no responsibility for ensuring that Agent will be able to locate any Replacement Lender or that any Person designated as a Replacement Lender becomes a Lender under this Agreement. If Agent gives notice to such Defaulting Lender that a Replacement Lender has been obtained, then such Defaulting Lender must immediately sell all of such Defaulting Lender’s Pro Rata Share of the Loans and may not be enforced Commitment for an amount equal to the unpaid principal balance of the Loans held by Borrowerssuch Defaulting Lender plus all accrued interest and fees then due to such Defaulting Lender as set forth in this Agreement.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Borrower, at any timethe Borrower’s election, fail may elect to make any payment terminate such Defaulting Lender’s Commitment hereunder; provided that (A) such termination must be of the Defaulting Lender’s entire Commitment, (B) the Non-Defaulting Lenders shall each have the option to Agent or BofA accept an assignment of the Defaulting Lender’s Commitment pursuant to Section 2.13 in lieu of a termination of Commitments pursuant to this Section 2.1(c)(ii), (C) to the extent that is required hereunderthe Non-Defaulting Lenders do not take an assignment as provided in the immediately preceding clause (B), Agent may, but the Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such defaulting Defaulting Lender hereunder in such Defaulting Lender’s capacity as a Lender under this Agreement and apply such payments under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such defaulting Defaulting Lender, accrued Commitment Fees (subject to Section 2.6(a)), and letter of credit fees but specifically excluding any amounts owing under Section 2.9 as result of such payment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderratable share of the Letter of Credit Exposure (but only to the extent such Letter of Credit Exposure that has not been reallocated pursuant to Section 2.14), and (C) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.1(c)(ii) if and only if at such time, and in such orderthe Borrower has elected, as Agent may elect in its discretionor is then electing, to terminate the Commitments of all then existing Defaulting Lenders. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Commitment pursuant to this clause (iii) and the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (B) and (C) above, (1) such Defaulting Lender on the date of any Borrowing. Solely shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Sections 2.10, 2.12, 8.5 and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or 9.2 shall continue with respect to the Collateral events and occurrences occurring before or any Obligationsconcurrently with its ceasing to be a “Lender”, as applicable, hereunder, (2) such Defaulting Lender’s Commitment shall be deemed terminated, and (ii3) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure Defaulting Lender shall be relieved of its defaults obligations hereunder as a “Lender” except as to its obligations under Section 8.5 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender”, as applicable, hereunder, a defaulting Lender shall provided that, any such termination will not be deemed to be a “waiver or release of any claim that Borrower, the Administrative Agent, the Swing Line Lender” , any Issuing Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything herein to the contrary, the Non-Defaulting Lenders’ option to take an assignment as provided in Section 2.1(c)(ii)(B) may be exercised by a Non-Defaulting Lender in its sole and absolute discretion and nothing contained herein shall obligate any Non-Defaulting Lender to take any such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersassignment.

Defaulting Lender. (a) If for any reason any Lender shallshall fail or refuse to abide by its payment and/or funding obligations under this Agreement, at any timeincluding, fail without limitation, its obligation to make any payment available to Agent its Revolving Line Commitment Percentage of any Advances, expenses or BofA setoff and such failure is not cured within two (2) days of receipt from Agent of written notice thereof (such Lender is referred to herein as a “Defaulting Lender”), then, in addition to the rights and remedies that is required hereundermay be available to the other Lenders, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, Borrower or any other party at such timelaw or in equity, and in such ordernot at limitation thereof, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting such Defaulting Lender’s right to amendments, waivers, actions or inactions under any of participate in the Loan Documentsadministration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal (except that a Defaulting Lender shall retain its rights with respect to the Collateral or any Obligationsmatters in Section 13.7 (i), (ii) and (iii)), and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to have assigned any and all payments due to it from Borrower, whether on account of outstanding Advances, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments, Lenders’ respective Commitment Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of Agent, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be zero (0)retained by Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Advance. The provisions of this Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove and in Section 4.2 10.10(d) below shall be solely for restored only upon the benefit payment by the Defaulting Lender of Agent and Lenders and may not be enforced by Borrowersits Commitment Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.5(g) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. If any Lender shall, at any time, fail to make any payment to Administrative Agent or BofA Bank that is required hereunder, Administrative Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Administrative Agent may elect in its sole discretion. With respect to the payment of any funds from Administrative Agent to a Lender or from a Lender to Administrative Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolver Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Revolver Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under matters with respect to any of the Loan Credit Documents, or with respect to the Collateral or any Obligations, Obligations and (ii) determining a defaulting Lender’s Pro Rata share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Administrative Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall(a) Notwithstanding the provisions of Section 2.14 hereof, at any time, fail to make any payment to the Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain obligated to transfer to a Defaulting Lender any payments made by the Borrowers to the Agent for the Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise be made remitted hereunder to the Defaulting Lender, and, in the absence of such defaulting Lender hereunder and apply transfer to the Defaulting Lender, the Agent shall transfer any such payments (i) first, to the Swing Line Lender to the extent of any Swing Line Loans that were made by the Swing Line Lender and that were required to be, but were not, paid by the Defaulting Lender, (ii) second, to the Issuing Bank, to the extent of the portion of a payment on account of Letters of Credit that was required to be, but was not, paid by the Defaulting Lender, (iii) third, to each Non-Defaulting Lender ratably in accordance with their Revolving Commitments (but, in each case, only to the extent that such defaulting Defaulting Lender’s defaulted obligations hereunderportion of a Committed Revolving Loan (or other funding obligation) was funded by such other Non-Defaulting Lender), at such time, and in such order, as Agent may elect in its discretion. With respect (iv) to the payment of any funds from Agent to a Lender or from a Lender to AgentCash Collateral Account, the party failing proceeds of which shall be retained by the Agent and may be made available to make be re-advanced to or for the full payment when due pursuant benefit of the Borrowers (upon the request of the Lead Borrower and subject to the terms hereof shall, on demand by the other party, pay conditions set forth in Section 4.02) as if such amount together with interest on such amount at the Federal Funds Rate. The failure of any Defaulting Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund had made its portion of the Revolver Loan Committed Revolving Loans (or payment in respect of an LC Obligation on other funding obligations) hereunder, and (v) from and after the date of Borrowingon which all other Obligations have been paid in full, but no Lender shall be responsible to such Defaulting Lender. Subject to the foregoing, the Agent may hold and, in its discretion, re-lend to the Borrowers for the failure account of any other such Defaulting Lender to make any Loan or payment in respect the amount of an LC Obligation to be made all such payments received and retained by the Agent for the account of such Lender on the date of any BorrowingDefaulting Lender. Solely as among for the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or matters with respect to the Collateral or any ObligationsLoan Documents (including the calculation of Applicable Percentages in connection therewith) and for the purpose of calculating the fee payable under Section 2.09(a), and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed not to be a “Lender” and such Lender’s Revolving Commitment shall be deemed to be zero zero; provided, that the foregoing shall not apply to any of the matters governed by Section 10.01(a) through (0c). The provisions of this Section 4.2 9.16 shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the Non-Defaulting Lenders, the Agent, the Issuing Bank, and the Borrowers shall have waived, in writing, the application of this Section 9.16 to such Defaulting Lender, or (z) the date on which such Defaulting Lender pays to the 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 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 Agent pursuant to Section 9.16(b) shall be solely for released to the benefit Borrowers). The operation of Agent and Lenders and may this Section 9.16 shall not be enforced construed to increase or otherwise affect the Revolving Commitment of any Revolving Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to the Agent, the Issuing Bank, the Swing Line Lender, or to the Lenders other than such Defaulting Lender. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle the Borrowers, at their option, upon written notice to the Agent, to arrange for a substitute Revolving Lender to assume the Revolving Commitment of such Defaulting Lender, such substitute Revolving Lender to be reasonably acceptable to the Agent. In connection with the arrangement of such a substitute Revolving 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 Revolving 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 Obligations (other than any Other Liabilities, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Applicable Percentage of its participation in the Letters of Credit); provided, that any such assumption of the Revolving Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Credit Parties’ or the Loan Parties’ rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund. In the event of a direct conflict between the priority provisions of this Section 9.16 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 9.16 shall control and govern.

Defaulting Lender. If At any time when a Lender is then a Defaulting Lender, the Parent, at the Parent’s election, may elect to reduce or terminate such Defaulting Lender’s Commitment hereunder; provided that (i) the Parent must elect to either terminate such Defaulting Lender’s entire Commitment or terminate such Defaulting Lender’s entire unused Commitment, (ii) if the Parent elects to terminate such Defaulting Lender’s entire Commitment, the applicable Borrower shall pay to the Administrative Agent all amounts owed by it in respect of such terminated Commitment amount to such Defaulting Lender in its capacity as a Lender under this Agreement and under the other Loan Documents and shall, at any timeto the extent such Defaulting Lender’s ratable share of the LC Exposure has not been, fail or has only partially been, reallocated pursuant to make any payment Section 2.21, deposit into the Cash Collateral Account Cash Collateral in the amount equal to Agent or BofA that is required hereunder102% of the Fronting Exposure attributable to such Defaulting Lender, Agent may, but and (iii) such termination shall not be required to, retain payments that would otherwise be made permitted if an Event of Default has occurred and is continuing. Upon written notice to the Defaulting Lender and the Administrative Agent of the Parent’s election to terminate such defaulting Lender hereunder and apply such payments to such defaulting Defaulting Lender’s defaulted obligations hereunder, at such time, entire Commitment pursuant to this clause (c) and in such order, as Agent may elect in its discretion. With respect to the payment and deposit of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, amounts (if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation ) required to be made by the Borrowers under clause (ii) above, (A) such Defaulting Lender on the date of any Borrowing. Solely shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Sections 2.15, 2.17, 8.06 and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or 9.03 shall continue with respect to the Collateral events and occurrences occurring before or any Obligationsconcurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated in whole and (iiC) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure Defaulting Lender shall be relieved of its defaults obligations hereunder as a “Lender” except pursuant to surviving obligations (including Sections 2.17 and 9.12 and as to its indemnification obligations under Article VIII with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder), a defaulting Lender shall provided that any such termination will not be deemed to be a “waiver or release of any claim by the Borrowers, the Administrative Agent, the Swingline Lender” and , any Issuing Bank or any Lender against such Defaulting Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If In the event that any Lender shallfails to fund its Pro ------------------ Rata Share of any Advance requested or deemed requested by the Borrower, at any timewhich such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance being hereinafter referred to as a "NON PRO RATA LOAN"), fail until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to make any payment the Administrative Agent by the Borrower and otherwise required to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made applied to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment 's share of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due all other Obligations pursuant to the terms hereof shall, on demand of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other party, pay Obligations. Notwithstanding anything in this Agreement to the contrary: (i) the foregoing provisions of this Section 9.2 shall apply only with ------------ respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.9; ------------ (ii) any such amount together with interest on such amount at the Federal Funds Rate. The Lender shall be deemed to have cured its failure of any Lender to fund its Pro Rata Share, of any Advance at such time as an amount equal to such Lender's original Pro Rata Share of the requested principal portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligationsuch Advance is fully funded to the Borrower, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be whether made by such Lender on itself or by operation of the date terms of this Section 9.2, and whether or not the Non Pro Rata Loan with ----------- respect thereto has been repaid, converted or continued; (iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Pro Rata Share of any Borrowing. Solely Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as among if they were Floating Rate Loans; (iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the Lenders instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro ----- Rata Loans, second, ratably to Floating Rate Loans other than those constituting ------ Non Pro Rata Loans or Cure Loans and, third, ratably to Floating Rate Loans ----- constituting Cure Loans; (v) for so long as and solely until the earlier of any such Lender's cure of the failure to fund its Pro Rata Share of any Advance and the termination of the Revolving Loan Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders (iexcluding all Lenders whose failure to fund their respective Pro Rata Share of such Advance have not been so cured) voting upon or consenting to amendments, waivers, actions or inactions under any whose Pro Rata Shares represent greater than fifty percent (50%) of the Loan Documentsaggregate Pro Rata Shares of such Lenders; and (vi) for so long as and until any such Lender's failure to fund its Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), or such Lender --------------- shall not be entitled to any Facility Fees with respect to its Revolving Loan Commitment, which Facility Fees shall accrue in favor of the Collateral or any ObligationsLenders which have funded their respective Pro Rata Share of such requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the outstanding principal amount of the Loans owing to be zero (0)such performing Lenders. The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.9.3

Defaulting Lender. If any Lender shall, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain obligated to transfer to a Defaulting Lender any payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting received by Agent for the Defaulting Lender’s defaulted obligations hereunderbenefit, at such time, and in such order, as Agent may elect in its discretion. With respect nor shall a Defaulting Lender be entitled to the payment sharing of any funds from Agent to a Lender payments hereunder (including any principal, interest or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment fees and whether in respect of an LC Obligation shall not relieve any Loans, participation interests or otherwise). For purposes of voting or consenting to matters with respect to this Agreement and the other Lender of its obligationLoan Documents and determining Pro Rata, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no such Defaulting Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall deemed not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). At any time that there is a Defaulting Lender, payments received for application to the Obligations payable to Lenders (other than the Defaulting Lender) in accordance with the terms of this Agreement shall be distributed to such non-defaulting Lenders on a Pro Rata basis calculated after giving effect to the reduction of the Defaulting Lender’s Loan to zero (0) as provided herein or at Agent’s option, Agent may instead receive and retain such amounts that would be otherwise attributable to the Pro Rata share of the Defaulting Lender. To the extent that Agent elects to receive and retain such amounts, Agent may hold them and, in its reasonable discretion, relend such amounts to Borrowers. To the extent that Agent exercises its option to relend such amounts, such amounts shall be treated as Loans for the account of Agent in addition to the Loans that are made by Lenders, other than Defaulting Lenders, on a Pro Rata basis as calculated after giving effect to the reduction of the Defaulting Lender’s Commitment to zero (0) as provided herein but shall be repaid in the same order of priority as Protective Advances for purposes of Section 5.7.1 hereof, except as Agent may otherwise elect. Agent shall determine whether any Loans requested shall be made from relending such amounts or from Loans from Lenders other than the Defaulting Lenders and any allocation of requested Loans between them. The provisions rights of a Defaulting Lender shall be limited as provided herein until such time as the Defaulting Lender (a) has made all payments to Agent of the amounts that it had failed to pay causing it to become a Defaulting Lender, (b) has made any other payments as it would have been required to make as a Lender during the period that it was a Defaulting Lender other than in respect of the principal amount of Loans, which payments as to the principal amount of Loans shall be settled and funded based on the outstanding principal balance of the Loans on the date that Defaulting Lender makes all of the payments required to be made under Section 4.2(a) above or shall be settled and funded by such Lender at such other time thereafter as Agent may specify, and (c) is otherwise in compliance with the terms of this Agreement. Upon the making of such payment or payments by Defaulting Lender with respect to the event that is the basis for it having become a Defaulting Lender, such Lender shall (i) cease to be a Defaulting Lender, (ii) only be entitled to receive the payment of interest (and no other amounts) accrued during the period that such Lender was a Defaulting Lender to the extent previously received and retained by Agent from or for the account of Borrowers relating to the funds constituting Loans funded by such Lender prior to the date that such Lender became a Defaulting Lender (and not previously paid to such Lender), (iii) have its Commitment reinstated for all purposes and (iv) fund Loans and settle in respect of the Loans and other Obligations in accordance with the terms hereof. The existence of a Defaulting Lender and the operation of this Section 4.2 shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse (except as otherwise expressly provided herein with respect to such Defaulting Lender) the performance by any Borrower or Guarantor of its duties and obligations hereunder. During any period in which there is a Defaulting Lender with a Commitment, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit the Pro Rata share of each non-Defaulting Lender with a Commitment shall be solely for computed without giving effect to the benefit Commitment of Agent that Defaulting Lender, and such obligation to so acquire, refinance or fund participations in such Letters of Credit shall automatically be reallocated among the non-Defaulting Lenders and may with Commitments or Commitments, as applicable, upon such Defaulting Lender becoming a Defaulting Lender; provided, that the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in such Letters of Credit shall not be enforced by Borrowersexceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding amount of the Loans of that Lender. NoSubject to Section 15.21 hereof, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender with a Commitment 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.

Defaulting Lender. (a) In addition to the rights and remedies that may be available to Administrative Agent or Borrower under this Agreement or applicable law, if at any time any Lender is a Defaulting Lender, such Defaulting Lender’s right to participate in the administration of the Loan, this Agreement and the other Loan Documents, including, without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of Administrative Agent or to be taken into account in the calculation of the Required Lenders, shall be suspended while such Lender remains a Defaulting Lender. If any Lender shall, at any time, fail is a Defaulting Lender because such Lender has failed to make any timely payment to Administrative Agent of any amount required to be paid to Administrative Agent hereunder, in addition to other rights and remedies which Administrative Agent or BofA that Borrower may have under the immediately preceding provisions or otherwise, Administrative 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 required hereundermade at the Lender Interest Rate, Agent may(ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, but shall not be required to, retain payments that would any amounts otherwise be made payable to such defaulting Defaulting Lender hereunder under this Agreement or any other Loan Document until such defaulted payment and apply related interest has been paid in full and such payments default no longer exists and (iii) to bring an action or suit against such defaulting Lender’s Defaulting Lender in a court of competent jurisdiction to recover the defaulted obligations hereunder, at such time, amount and in such order, as any related interest. Any amounts received by Administrative Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed paid to such Defaulting Lender and shall be a “Lender” held uninvested by Administrative Agent and either applied against the purchase price of such Defaulting Lender’s Commitment shall be deemed interest in the Loan under Subsection 9.16(b) hereof or paid to be zero (0). The provisions such Defaulting Lender upon the default of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowerssuch Defaulting Lender being cured.

Defaulting Lender. (a) If for any reason any Lender shallshall fail or refuse to abide by its obligations under this Agreement, at any time, fail including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any payment Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within two (2) days of receipt from the Administrative Agent of written notice thereof, then, in addition to Agent the rights and remedies that may be available to the other Credit Parties, the Loan Parties or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, any other party at such timelaw or in equity, and in such ordernot at limitation thereof, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting such Defaulting Lender’s right to amendments, waivers, actions or inactions under any of participate in the Loan Documentsadministration of, or with respect to decision-making rights related to, the Collateral Obligations, this Agreement or any Obligationsthe other Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0)have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The provisions of this Section 4.2 Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be solely for restored only upon the benefit payment by the Defaulting Lender of Agent and Lenders and may not be enforced by Borrowers.its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. 101

Defaulting Lender. If any Lender shall(A) Notwithstanding the provisions of Section 2.14 hereof, at any time, fail to make any payment to the Administrative Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain obligated to transfer to a Defaulting Lender any payments made by the Borrowers to the Administrative Agent for the Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise be made remitted hereunder to the Defaulting Lender, and, in the absence of such defaulting Lender hereunder and apply transfer to the Defaulting Lender, the Administrative Agent shall transfer any such payments (i) first, to the Swing Line Lender to the extent of any Swing Line Loans that were made by the Swing Line Lender and that were required to be, but were not, paid by the Defaulting Lender, (ii) second, to 105 the L/C Issuer, to the extent of the portion of a Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting Lender, (iii) third, to each Non-Defaulting Lender ratably in accordance with their Revolving Commitments (but, in each case, only to the extent that such defaulting Defaulting Lender’s defaulted obligations hereunderportion of a Revolving Loan (or other funding obligation) was funded by such other Non-Defaulting Lender), at such time, and in such order, as Agent may elect in its discretion. With respect (iv) to the payment of any funds from Agent to a Lender or from a Lender to AgentCash Collateral Account, the party failing proceeds of which shall be retained by the Administrative Agent and may be made available to make be re-advanced to or for the full payment when due pursuant benefit of the Borrowers (upon the request of the Lead Borrower and subject to the terms hereof shall, on demand by the other party, pay conditions set forth in Section 4.02) as if such amount together with interest on such amount at the Federal Funds Rate. The failure of any Defaulting Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund had made its portion of the Revolver Loan Revolving Loans (or payment other funding obligations) hereunder, and (v) from and after the date on which all other Obligations in respect of an LC Obligation on the date Revolving Loans, Swing Line Loans and Letters of BorrowingCredit have been paid in full, but no Lender shall be responsible to such Defaulting Lender. Subject to the foregoing, the Administrative Agent may hold and, in its discretion, re-lend to the Borrowers for the failure account of any other such Defaulting Lender to make any Loan or payment in respect the amount of an LC Obligation to be made all such payments received and retained by the Administrative Agent for the account of such Lender on the date of any BorrowingDefaulting Lender. Solely as among for the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or matters with respect to the Collateral or any ObligationsLoan Documents (including the calculation of Revolving Applicable Percentages in connection therewith) and for the purpose of calculating the fee payable under Section 2.09(a), and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed not to be a ““ Revolving Lender” and such Lender’s Revolving Commitment shall be deemed to be zero zero; provided, that the foregoing shall not apply to any of the matters governed by Section 10.01(a) through (0c). The provisions of this Section 4.2 9.16 shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the Non-Defaulting Lenders, the Administrative Agent, the L/C Issuer, and the Borrowers shall have waived, in writing, the application of this Section 9.16 to such Defaulting Lender, or (z) the date on which such Defaulting Lender 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 9.16(b) shall be solely for released to the benefit Borrowers). The operation of Agent and Lenders and may this Section 9.16 shall not be enforced construed to increase or otherwise affect the Revolving Commitment of any Revolving Lender, to relieve or excuse the performance by such Defaulting Lender or any other Revolving Lender of its duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to the Administrative Agent, the L/C Issuer, the Swing Line Lender, or to the Revolving Lenders other than such Defaulting Lender. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle the Borrowers, at their option, upon written notice to the Administrative Agent, to arrange for a substitute Revolving Lender to assume the Revolving Commitment of such Defaulting Lender, such substitute Revolving Lender to be reasonably acceptable to the Administrative Agent. In connection with the arrangement of such a substitute Revolving 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 Revolving 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 Obligations in respect of the Revolving Loans, Swing Line Loans and Letters of Credit (other than any Other Liabilities, but including (1) all interest, fees (except any commitment fees or Letter of Credit Fees not due to such Defaulting Lender in accordance with the terms of this Agreement), and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Revolving Applicable Percentage of its participation in the Letters of Credit); provided, that any such assumption of the Revolving Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Credit Parties’ or the Loan Parties’ rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund. In the event of a direct conflict between the priority provisions of this Section 9.16 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 9.16 shall control and govern.

Defaulting Lender. If At any time when a Lender is then a Defaulting Lender, the Borrower, at the Borrower’s election, may elect to reduce or terminate such Defaulting Lender’s Commitment hereunder; provided that (i) the Borrower must elect to either terminate such Defaulting Lender’s entire Commitment or terminate such Defaulting Lender’s entire unused Commitment, (ii) if the Borrower elects to terminate such Defaulting Lender’s entire Commitment, the Borrower shall pay to the Administrative Agent all amounts owed by the Borrower in respect of such terminated Commitment amount to such Defaulting Lender in its capacity as a Lender under this Agreement and under the other Loan Documents and shall, at any timeto the extent such Defaulting Lender’s ratable share of the LC Exposure has not been, fail or has only partially been, reallocated pursuant to make any payment Section 2.21, deposit into the Cash Collateral Account Cash Collateral in the amount equal to Agent or BofA that is required hereunder102% of the Fronting Exposure attributable to such Defaulting Lender, Agent may, but and (iii) such termination shall not be required to, retain payments that would otherwise be made permitted if an Event of Default has occurred and is continuing. Upon written notice to the Defaulting Lender and the Administrative Agent of the Borrower’s election to terminate such defaulting Lender hereunder and apply such payments to such defaulting Defaulting Lender’s defaulted obligations hereunder, at such time, entire Commitment pursuant to this clause (c) and in such order, as Agent may elect in its discretion. With respect to the payment and deposit of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, amounts (if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation ) required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender on the date of any Borrowing. Solely shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Sections 2.15, 2.17, 8.06 and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or 9.03 shall continue with respect to the Collateral events and occurrences occurring before or any Obligationsconcurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated in whole and (iiC) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure Defaulting Lender shall be relieved of its defaults obligations hereunder as a “Lender” except pursuant to surviving obligations (including Sections 2.17 and 9.12 and as to its indemnification obligations under Article 8 with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder), a defaulting Lender shall provided that any such termination will not be deemed to be a “waiver or release of any claim by the Borrower, the Administrative Agent, the Swingline Lender” and , any Issuing Bank or any Lender against such Defaulting Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, fail to make any payment to Agent or BofA Fleet that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolver Loan or any payment in respect of an LC Obligation Outstanding shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation Outstanding on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Revolver Loan or payment in respect of an LC Obligation Outstanding to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under matters with respect to any of the Loan Documents, or with respect to the Collateral or any Obligations, Obligations and (ii) determining a defaulting Lender’s Pro Rata share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 3.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If Notwithstanding anything to the contrary contained herein, in the event any Lender shall, at any time, fail (x) has refused (which refusal constitutes a breach by such Lender of its obligations under this Agreement) to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund available its portion of any Loan or payment (y) notifies either the Administrative Agent or the Borrower that such Lender does not intend to make available its portion of any Loan (if the actual refusal would constitute a breach by such Lender of its obligations under this Agreement) (each, a "Lender Default"), all rights and obligations hereunder of such Lender (a "Defaulting Lender") as to which a Lender Default is in effect and of the other parties hereto shall be modified to the extent of the express provisions of this Section while such Lender Default remains in effect. Advances shall be incurred pro rata from Lenders which are not Defaulting Lenders (the "Non-Defaulting Lenders") based on their respective Revolving Commitments) and no Revolving Commitment of any Lender or any pro rata share of any Loans required to be advanced by any Lender shall be increased as a result of such Lender Default. Amounts received in respect of an LC Obligation principal of any type of Loans shall be applied to reduce the applicable Loans of each Lender pro rata based on the aggregate of the outstanding Loans of that type of all Lenders at the time of such application; provided, that, such amount shall not relieve be applied to any other Loans of a Defaulting Lender at any time when, and to the extent that, the aggregate amount of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure Loans of any other Non-Defaulting Lender to make any Loan or payment in respect exceeds such Non-Defaulting Lender's Revolving Commitment of an LC Obligation to be made by such Lender on the date of any Borrowingall Loans then outstanding. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting A Defaulting Lender shall not be entitled to give instructions to the Administrative Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents. All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of "Required Lenders," a Defaulting Lender shall be deemed not to be a “Lender” Lender and such Lender’s Commitment not to have Loans outstanding. Other than as expressly set forth in this Section, the rights and obligations of a Defaulting Lender (including the obligation to indemnify the Administrative Agent) and the other parties hereto shall remain unchanged. Nothing in this Section shall be deemed to be zero (0). The provisions release any Defaulting Lender from its obligations under this Agreement and the other Loan Documents, shall alter such obligations, shall operate as a waiver of this Section 4.2 any default by such Defaulting Lender hereunder, or shall be solely for prejudice any rights which the benefit Borrower, the Administrative Agent or any Lender may have against any Defaulting Lender as a result of Agent and Lenders and may not be enforced any default by Borrowerssuch Defaulting Lender hereunder.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, Borrower, at any timeits election, fail may elect to make any payment to Agent or BofA terminate such Defaulting Lender’s Commitment hereunder; provided that is required hereunder(A) such termination must be of all of the Defaulting Lender’s Commitments, Agent may, but (B) Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by it to such defaulting Defaulting Lender hereunder in such Lender’s capacity as a Lender under this Agreement and apply such payments under the other Credit Documents (including principal of and interest on the Advances owed to such defaulting Defaulting Lender, accrued Unused Line Fees (subject to Section 2.18(a)(iii)), and letter of credit fees (subject to Section 2.18(a)(iii) but specifically excluding any amounts owing under Section 2.12 as result of such payment of such Advances) and shall deposit with Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderratable share of the Dollar Equivalent of the Letter of Credit Exposure (including any such portion thereof that has been reallocated pursuant to Section 2.18), (C) a Defaulting Lender’s Commitments may be terminated by Borrower under this Section 2.1(b)(ii) if and only if at such time, Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders, and in (D) no Default has occurred and is continuing at the time of such order, as Agent may elect in its discretionelection and termination. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Commitments pursuant to this clause (iv) and the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by Borrower under clause (B) and (C) above, (1) such Defaulting Lender on the date of any Borrowing. Solely shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Section 2.11, 2.13, 2.15, 8.4 and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or 9.1 shall continue with respect to the Collateral events and occurrences occurring before or any Obligationsconcurrently with its ceasing to be a “Lender” hereunder, (2) such Defaulting Lender’s Commitments shall be deemed terminated, and (ii3) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure Defaulting Lender shall be relieved of its defaults obligations hereunder as a “Lender” except as to its obligations under Section 8.4 and 9.1 and any other obligations that expressly survive, which obligations shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, a defaulting Lender shall provided that, any such termination will not be deemed to be a “waiver or release of any claim by Borrower, Administrative Agent, Swingline Lenders, Issuing Lenders or any Lender may have against such Defaulting Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. 1. If for any reason any Lender shall become a Defaulting Lender or shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent 154 its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within two (2) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, (ii) a Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made in lieu of being distributed to such defaulting Lender hereunder and apply such payments to such defaulting Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand be retained by the other party, pay such amount together with interest on such amount at Administrative Agent as cash collateral for future funding obligations of the Federal Funds Rate. The failure of any Defaulting Lender to fund its portion in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i), (ii) and (iii) hereinabove shall be restored only upon the payment in respect of an LC Obligation shall not relieve any other by the Defaulting Lender of its obligation, if any, to fund its portion Applicable Percentage of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunderany participation obligation, a defaulting Lender shall not be deemed or expenses as to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for which it is delinquent, together with interest thereon at the benefit of Agent and Lenders and may not be enforced by BorrowersDefault Rate.

Defaulting Lender. (a) If for any reason any Lender shallshall fail or refuse to abide by its obligations under this Agreement, at any timeincluding, fail without limitation, its obligation to make any payment available to Agent its Revolving Line Commitment Percentage of any Advances, expenses or BofA setoff or purchase its Letter of Credit Commitment Percentage of a participation interest in the Letters of Credit and such failure is not cured within two (2) days of receipt from Agent of written notice thereof, then, in addition to the rights and remedies that is required hereundermay be available to the other Secured Parties, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, Borrower or any other party at such timelaw or in equity, and in such ordernot at limitation thereof, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting such Defaulting Lender’s right to amendments, waivers, actions or inactions under any of participate in the Loan Documentsadministration of, or with respect to decision-making rights related to, the Collateral Obligations, this Agreement or any Obligationsthe other Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to have assigned any and all payments due to it from Borrower, whether on account of outstanding Advances, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments, Lenders’ respective Commitment Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of Agent, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be zero (0)retained by Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Advance or existing or future participating interest in any Letter of Credit. The provisions of this Section 4.2 Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be solely for restored only upon the benefit payment by the Defaulting Lender of Agent and Lenders and may not be enforced by Borrowersits Commitment Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.6(f) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (a) If for any reason any Lender shall fail or refuse to abide by its payment and/or funding obligations under this Agreement, including, without limitation, its obligation to make available to Agent its Revolving Line Commitment Percentage of any Advances and/or its Term Loan Commitment Percentage of any Term Loan Advance, expenses or setoff and such failure is not cured within two (2) days of receipt from Agent of written notice thereof (such Lender is referred to herein as a “Defaulting Lender”), then, in addition to the rights and remedies that may be available to the other Lenders, Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to (including any voting or consent right), the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, (ii) a Defaulting Lender shall be deemed to have assigned any and all payments due to it from Borrower, whether on account of outstanding Advances, Term Loan Advance, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments, Lenders’ respective Commitment Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of Agent, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made in lieu of being distributed to such defaulting Defaulting Lender, be retained by Agent as cash collateral for future funding obligations of the Defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, Advance and/or Term Loan Advance. The Defaulting Lender’s decision-making and participation rights (including any voting or consent rights) and rights to fund its portion of the Revolver Loan or payment payments as set forth in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of clauses (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure hereinabove shall be restored only upon the payment by the Defaulting Lender of its defaults hereunderCommitment Percentage of any Obligations, a defaulting Lender shall not be deemed any participation obligation, or expenses as to be a “Lender” and which it is delinquent, together with interest thereon at the rate set forth in Section 2.5(g) hereof from the date when originally due until the date upon which any such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersamounts are actually paid.

Defaulting Lender. If any Lender shall(a) In the event that, at any one time, fail (i) any Lender shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Advance to the Borrower and (iii) the Borrower shall be required to make any payment hereunder or under any other Loan Document to Agent or BofA that is required hereunderfor the account of such Defaulting Lender, Agent then the Borrower may, but so long as no Default shall not occur or be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, continuing at such time, time and in such order, as Agent may elect in its discretion. With respect to the fullest extent permitted by applicable law, set-off and otherwise apply the Obligation of the Borrower to make such payment to or for the account of any funds from Agent to a such Defaulting Lender or from a against the Obligation of such Defaulting Lender to Agent, make such Defaulted Advance. In the party failing event that the Borrower shall so set-off and otherwise apply the Obligation of the Borrower to make any such payment against the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay Obligation of such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Defaulting Lender to make any such Defaulted Advance on any date, the amount so set-off and otherwise applied by the Borrower shall constitute for all purposes of this Agreement and the other Loan Documents an Advance by such Defaulting Lender made on such date under the Facility pursuant to which such Defaulted Advance was originally required to have been made pursuant to Section 2.01. Such Advance shall be considered, for all purposes of this Agreement, to comprise part of the Borrowing in connection with which such Defaulted Advance was originally required to have been made pursuant to Section 2.01. The Borrower shall notify the Administrative Agent at any time the Borrower reduces the amount of the Obligation of the Borrower to make any payment otherwise required to be made by it hereunder or payment under any other Loan Document as a result of the exercise by the Borrower of its right set forth in respect this subsection (a) and shall set forth in such notice (A) the name of an LC Obligation the Defaulting Lender and the Defaulted Advance required to be made by such Defaulting Lender on and (B) the date amount set-off and otherwise applied in respect of any Borrowingsuch Defaulted Advance pursuant to this subsection (a). Solely as among Any portion of such payment otherwise required to be made by the Lenders and solely Borrower to or for purposes the account of (i) voting upon or consenting to amendmentssuch Defaulting Lender which is paid by the Borrower, waivers, actions or inactions under any of the Loan Documents, or with respect after giving effect to the Collateral or any Obligationsamount set-off and otherwise applied by the Borrower pursuant to this subsection (a), and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero applied by the Administrative Agent as specified in subsection (0). The provisions b) or (c) of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers2.15.

Defaulting Lender. If At any time when a Lender is then a Defaulting Lender, the Borrower, at the Borrower’s election, may elect to terminate such Defaulting Lender’s Commitment hereunder; provided that (A) the Borrower must elect to terminate such Defaulting Lender’s entire Commitment, (B) the Borrower shall pay to the Administrative Agent all amounts owed by the Borrower to such Defaulting Lender in its capacity as a Lender under this Agreement and under the other Credit Documents (excluding any amounts owing under Section 2.10 as result of such payment) and shall, at any timeto the extent such Defaulting Lender’s ratable share of the Letter of Credit Exposure has not been, fail or has only partially been, reallocated pursuant to make any payment to Section 2.16, deposit with the Administrative Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made into the Cash Collateral Account cash collateral in the amount equal to such defaulting Lender hereunder and apply such payments to such defaulting Defaulting Lender’s defaulted obligations hereunderratable share of the Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to Section 2.16), (C) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.1(b)(ii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders and in (D) such order, as Agent may elect in its discretiontermination shall not be permitted if a Default has occurred and is continuing. With respect Upon written notice to the payment Defaulting Lender and the Administrative Agent of any funds from Agent the Borrower’s election to a Lender or from a Lender to Agent, the party failing to make the full payment when due terminate such Defaulting Lender’s Commitment pursuant to this clause (ii) and the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (B) above, (1) such Defaulting Lender on the date of any Borrowing. Solely shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Sections 2.11, 2.13, 8.4 and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or 9.2 shall continue with respect to the Collateral events and occurrences occurring before or any Obligationsconcurrently with its ceasing to be a “Lender” hereunder, (2) such Defaulting Lender’s Commitment shall be deemed terminated in whole and (ii3) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure Defaulting Lender shall be relieved of its defaults obligations hereunder as a “Lender” except as to its obligations under Section 8.4 with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, a defaulting Lender shall provided that any such termination will not be deemed to be a “waiver or release of any claim by the Borrower, the Administrative Agent, the Swing Line Lender” and , the Issuing Lender or any Lender against such Defaulting Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. (a) If a Lender becomes, and during the period it remains, a Defaulting Lender, any amount paid by the Borrower or otherwise received by the Agent for the account of a Defaulting Lender shallunder this Agreement (whether on account of principal, at any timeinterest, fail fees, indemnity payments or other amounts) will not be paid or distributed to make any payment to Agent or BofA that is required hereunder, Agent maysuch Defaulting Lender, but shall not will instead be required to, retain payments that would otherwise be made to such defaulting Lender at the direction of the Borrower retained by the Agent in a segregated non-interest bearing account until the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and apply such will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to such defaulting Lender’s defaulted obligations hereunder, at such time, and time in such order, as Agent may elect in its discretion. With respect the following order of priority: first to the payment of any funds from amounts owing by such Defaulting Lender to the Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to pay principal then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, fifth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and sixth after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct. Subject to Section 2.04, any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or from held) to pay amounts owed by a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Defaulting Lender shall be responsible for the failure of any other Lender deemed paid to make any Loan or payment in respect of an LC Obligation to be made and redirected by such Defaulting Lender, and each Lender on irrevocably consents hereto; provided that any such amount received by the date of any Borrowing. Solely as among the Lenders and solely for purposes of (iAgent pursuant to this Section 2.20(a) voting upon or consenting shall, subject to amendmentsSection 2.20(c), waivers, actions or inactions under any of the Loan Documents, or with respect be released to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending applicable Defaulting Lender promptly upon such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be no longer being deemed to be a “Defaulting Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. (a) If for any reason any Lender shallshall fail or refuse to abide by its obligations under this Agreement, at any time, fail including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any payment Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or LC Borrowings and such failure is not cured within two (2) Business Days of receipt from the Administrative Agent of written notice thereof, then, in addition to Agent the rights and remedies that may be available to the other Credit Parties, the Loan Parties or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, any other party at such timelaw or in equity, and not in such orderlimitation thereof, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting such Defaulting Lender’s right to amendments, waivers, actions or inactions under any of participate in the Loan Documentsadministration of, or with respect to decision-making rights related to, the Collateral or any Obligations, and this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, except as otherwise expressly provided in Section 10.01, (ii) determining at the Administrative Agent’s option, any and all payments otherwise payable to a defaulting Defaulting Lender from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, may be held by the Administrative Agent and readvanced to the Borrowers, the Swing Line Lender or any LC Issuer as the Defaulting Lender’s share Applicable Percentage of payments any Borrowing or required funding of a participation in Swing Line Loans or Letters of Credit and proceeds (iii) without limiting the provisions of Collateral pending such defaulting Lender’s cure of its defaults hereunderclause (ii), a defaulting Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0)have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The provisions of this Section 4.2 Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i), (ii) and (iii) hereinabove shall be solely for restored only upon the benefit payment by the Defaulting Lender of Agent and Lenders and may not be enforced by Borrowersits Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. If for any reason any Lender shall(a “Defaulting Lender”) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, at if no time period is specified, if such failure or refusal continues for a period of 2 Business Days after notice from the Agent, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any timeright (i) to vote in respect of, fail to consent to or to direct any action or inaction of the Agent or in respect of any other matter requiring the vote or consent of all Lenders or Requisite Lenders or (ii) to be taken into account in the calculation of Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If for any reason a Lender fails to make any 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 BofA that is required hereunderthe Borrower may have under the immediately preceding provisions or otherwise, the Agent may, but shall not be required to, retain payments that would otherwise be made entitled (i) to collect interest from such defaulting Defaulting Lender hereunder and apply on such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to delinquent payment for the period from the date on which the payment of any funds from Agent to a Lender or from a Lender to Agent, was due until the party failing to make date on which the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. The failure of any Lender to fund its portion of any Loan or payment Any amounts received by the Agent in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender Loan shall not be deemed paid to such Defaulting Lender and shall be a “Lender” held by the Agent and paid to such Defaulting Lender upon the Defaulting Lender’s Commitment shall be deemed to be zero (0). The provisions curing of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersits default.

Defaulting Lender. If Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 153. Any amount payable to a Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made in lieu of being distributed to such defaulting Lender hereunder and apply such payments Defaulting Lender, be retained by Administrative Agent in a segregated account and, subject to such defaulting Lender’s defaulted obligations hereunderany applicable requirements of law, be applied at such timetime or times as may be determined by Administrative Agent (i) first, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a amounts owing by such Defaulting Lender to AgentAdministrative Agent hereunder, (ii) second, if so determined by Administrative Agent and Borrower, held in such account as cash collateral for future funding obligations (if any) of the party failing to make the full payment when due pursuant - 130 - DM3\7000734.9 Defaulting Lender under this Agreement, (iii) third, pro rata, to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment of any Lender amounts owing to fund its portion Borrower, Administrative Agent or the Lenders as a result of any Loan judgment of a court of competent jurisdiction obtained by Borrower, Administrative Agent or payment in respect any Lender against such Defaulting Lender as a result of an LC Obligation shall not relieve any other Lender such Defaulting Lender’s breach of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions obligations under any of the Loan Documents, or with respect to the Collateral or any Obligationsthis Agreement, and (iivi) determining fourth, to such Defaulting Lender or as otherwise directed by a defaulting Lender’s share court of payments competent jurisdiction; provided, that if such payment is (x) a prepayment of the principal amount of any Loans and proceeds of Collateral pending (y) made at a time when the conditions set forth in Section 5.1 are satisfied, such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment payment shall be deemed applied solely to be zero (0). The provisions prepay the Loans of this Section 4.2 shall be solely for all Lenders that are not Defaulting Lenders pro rata prior to being applied to the benefit prepayment of Agent and Lenders and may not be enforced by Borrowersany Loans of any Defaulting Lender.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Borrower, at any timethe Borrower’s election, fail may elect to make any payment to Agent or BofA terminate such Defaulting Lender’s Commitment hereunder; provided that is required hereunder(A) such termination must be of the Defaulting Lender’s entire Commitment, Agent may, but (B) the Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such defaulting Defaulting Lender hereunder in such Lender’s capacity as a Lender under this Agreement and apply such payments under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such defaulting Defaulting Lender, accrued Commitment Fees (subject to Section 2.8), and letter of credit fees but specifically excluding any amounts owing under Section 2.11 as result of such payment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account Cash Collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderratable share of the Letter of Credit Exposure (including any such Letter of Credit Exposure that has been reallocated pursuant to Section 2.16), (C) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.1(b)(ii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders, and in (D) such order, as Agent may elect in its discretiontermination shall not be permitted if a Default has occurred and is continuing. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Commitment pursuant to this clause (ii) and the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (B) above, (1) such Defaulting Lender on the date of any Borrowing. Solely shall cease to be a Lender hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Sections 2.12, 2.14, 8.9 and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or 9.1 shall continue with respect to the Collateral events and occurrences occurring before or any Obligationsconcurrently with its ceasing to be a Lender hereunder, (2) such Defaulting Lender’s Commitment shall be deemed terminated, and (ii3) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure Defaulting Lender shall be relieved of its defaults obligations hereunder as a Lender except as to its obligations under Section 8.9 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a Lender hereunder, a defaulting Lender shall provided that, any such termination will not be deemed to be a “waiver or release of any claim by Borrower, the Administrative Agent, the Swingline Lender” and , any Issuing Lender or any Lender may have against such Defaulting Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If Notwithstanding any provision of this Agreement to the contrary, if any Lender shallbecomes a Defaulting Lender, at any time, fail then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) fees shall cease to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to accrue on the Revolving Loan Commitment of such defaulting Defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to Section 2.14(c)(i); (b) the terms hereof shallCommitments, on demand by the Loans and other party, pay Revolving Credit Obligations of such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed included in determining whether the Required Lenders or Required Revolving Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.03); 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 of such Lender or each Lender affected thereby; (c) if any Swing Line Obligations or L/C Obligations exist at the time such Lender becomes a Defaulting Lender then: (i) all or any part of the Swing Line Obligations and L/C Obligations of such Defaulting Lender shall be a “Lender” and reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the Revolving Facility but only to the extent the sum of all non-Defaulting Lenders’ Revolving Credit Obligations plus such Defaulting Lender’s Commitment shall be deemed to be zero (0). The provisions Swing Line Obligations and L/C Obligations does not exceed the total of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.all non-Defaulting Lenders’ Revolving Loan Commitments; 125 #98412540v7

Defaulting Lender. If At any time when a Revolving Lender shallis then a Defaulting Lender, the Borrower, at any timethe Borrower’s election, fail may elect to make any payment to Agent or BofA terminate such Defaulting Lender’s Revolving Commitment hereunder; provided that is required hereunder(A) such termination must be of the Defaulting Lender’s entire Revolving Commitment, Agent may, but (B) the Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such defaulting Defaulting Lender hereunder in such Lender’s capacity as a Revolving Lender under this Agreement and apply such payments under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such defaulting Defaulting Lender, accrued Commitment Fees (subject to the proviso Section 2.7(a)), and letter of credit fees but specifically excluding any amounts owing under Section 2.10 as result of such payment of such Revolving Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderratable share of the Dollar Equivalent of the Letter of Credit Exposure (including any such Letter of Credit Exposure that has been reallocated pursuant to Section 2.16), and (C) a Defaulting Lender’s Revolving Commitment may be terminated by the Borrower under this Section 2.1(c)(iii) if and only if at such time, (x) the Borrower has elected, or is then electing, to terminate the Revolving Commitments of all then existing Defaulting Lenders and in such order, as Agent may elect in its discretion(y) no Default has occurred and is continuing. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Revolving Commitment pursuant to this clause (ii) and the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (B) and (C) above, (1) such Defaulting Lender on the date of any Borrowing. Solely shall cease to be a “Revolving Lender” hereunder for all purposes except that such Revolving Lender’s rights and obligations as among the Lenders a Revolving Lender under Sections 2.11, 2.13, 8.5 and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or 9.2 shall continue with respect to the Collateral events and occurrences occurring before or any Obligationsconcurrently with its ceasing to be a “Revolving Lender” hereunder, (2) such Defaulting Lender’s Revolving Commitment shall be deemed terminated, and (ii3) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure Defaulting Lender shall be relieved of its defaults obligations hereunder as a “Revolving Lender” except as to its obligations Section 8.5 and Section 9.2(d) which obligations shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” hereunder, a defaulting Lender shall provided that, any such termination will not be deemed to be a “waiver or release of any claim by the Borrower, the Administrative Agent, the Swing Line Lender” , Issuing Lenders or any Lender may have against such Defaulting Lender. Notwithstanding anything herein to the contrary, the termination of commitments, rights and such obligations provided for in this clause (iii) shall not affect rights and obligations that a Lender may have in its capacity as a Term Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, fail to make any payment to Agent or BofA Fleet that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s 's defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolver Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Revolver Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under matters with respect to any of the Loan Documents, or with respect to the Collateral or any Obligations, Obligations and (ii) determining a defaulting Lender’s 's Pro Rata share of payments and proceeds of Collateral pending such defaulting Lender’s 's cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “"Lender” " and such Lender’s 's Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 3.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any a Lender shall, at any time, fail fails to make any payment to Agent or BofA that is required hereunderhereunder (a “Defaulting Lender”), Agent may, but shall not be required to, retain obligated to transfer to a Defaulting Lender any payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting received by Agent for the Defaulting Lender’s defaulted obligations hereunderbenefit, at such time, and in such order, as Agent may elect in its discretion. With respect nor shall a Defaulting Lender be entitled to the payment sharing of any funds from Agent to a Lender payments hereunder (including any principal, interest or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment fees and whether in respect of an LC Obligation shall not relieve any Revolving Loans, participation interests or otherwise). For purposes of voting or consenting to matters with respect to this Agreement and the other Lender of its obligationLoan Documents and determining Pro Rata, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no such Defaulting Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall deemed not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). At any time that there is a Defaulting Lender, payments received for application to the Obligations payable to Lenders (other than the Defaulting Lender) in accordance with the terms of this Agreement shall be distributed to such non-defaulting Lenders on a Pro Rata basis calculated after giving effect to the reduction of the Defaulting Lender’s Commitment to zero (0) as provided herein or at Agent’s option, Agent may instead receive and retain such amounts that would be otherwise attributable to the Pro Rata share of the Defaulting Lender. To the extent that Agent elects to receive and retain such amounts, Agent may hold them and, in its reasonable discretion, relend such amounts to Borrowers. To the extent that Agent exercises its option to relend such amounts, such amounts shall be treated as Revolving Loans for the account of Agent in addition to the Revolving Loans that are made by the Lenders, other than Defaulting Lenders, on a Pro Rata basis as calculated after giving effect to the reduction of the Defaulting Lender’s Commitment to zero (0) as provided herein but shall be repaid in the same order of priority as Protective Advances for purposes of Section 5.6.1 hereof, except as Agent may otherwise elect. Agent shall determine whether any Revolving Loans requested shall be made from relending such amounts or from Revolving Loans from the Lenders other than the Defaulting Lenders and any allocation of requested Revolving Loans between them. The provisions rights of a Defaulting Lender shall be limited as provided herein until such time as the Defaulting Lender (a) has made all payments to Agent of the amounts that it had failed to pay causing it to become a Defaulting Lender, (b) has made any other payments as it would have been required to make as a Lender during the period that it was a Defaulting Lender other than in respect of the principal amount of Revolving Loans, which payments as to the principal amount of Revolving Loans shall be settled and funded based on the outstanding principal balance of the Revolving Loans on the date that Defaulting Lender makes all of the payments required to be made under Section 4.2(a) above or shall be settled and funded by such Lender at such other time thereafter as Agent may specify, and (c) is otherwise in compliance with the terms of this Agreement. Upon the making of such payment or payments by Defaulting Lender with respect to the event that is the basis for it having become a Defaulting Lender, such Lender shall (i) cease to be a Defaulting Lender, (ii) only be entitled to receive the payment of interest (and no other amounts) accrued during the period that such Lender was a Defaulting Lender to the extent previously received and retained by Agent from or for the account of Borrowers relating to the funds constituting Loans funded by such Lender prior to the date that such Lender became a Defaulting Lender (and not previously paid to such Lender), (iii) have its Commitment reinstated for all purposes and (iv) fund Loans and settle in respect of the Loans and other Obligations in accordance with the terms hereof. The existence of a Defaulting Lender and the operation of this Section 4.2 shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by any Borrower or Guarantor of its duties and obligations hereunder. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Administrative Borrower at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be acceptable to Agent (such acceptance not to be unreasonably withheld). 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 Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be solely for deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the benefit outstanding Obligations (other than Bank Product Debt) without any premium or penalty of Agent and Lenders and may any kind whatsoever; provided, however, that any such assumption of the Commitment of such Defaulting Lender shall not be enforced by deemed to constitute a waiver of any of the Agent’s, any Lender’s or Borrowers’ rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund.

Defaulting Lender. (a) If for any reason any Lender shallshall fail or refuse to abide by its obligations under this Agreement, at any time, fail including without limitation its obligation to make available to the Administrative Agent its Applicable Percentage of any payment Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swingline Loans or L/C Borrowings and such failure is not cured within two (2) days of receipt from the Administrative Agent of written notice thereof, then, in addition to Agent the rights and remedies that may be available to the other Credit Parties, the Loan Parties or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, any other party at such timelaw or in equity, and not in such orderlimitation thereof, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting such Defaulting Lender’s right to amendments, waivers, actions or inactions under any of participate in the Loan Documentsadministration of, or with respect to decision-making rights related to, the Collateral Obligations, this Agreement or any Obligationsthe other Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0)have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The provisions of this Section 4.2 Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be solely for restored only upon the benefit payment by the Defaulting Lender of Agent and Lenders and may not be enforced by Borrowersits Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.12 hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Borrower, at any timeits election, fail may elect to make any payment to Agent or BofA terminate such Defaulting Lender’s Revolving Commitment hereunder; provided that is required hereunder(A) such termination must be of all of the Defaulting Lender’s Revolving Commitments, Agent may, but (B) the Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such defaulting Defaulting Lender hereunder in such Lender’s capacity as a Lender under this Agreement and apply such payments under the other Credit Documents (including principal of and interest on the Advances owed to such defaulting Defaulting Lender, accrued Commitment Fees (subject to Section 2.15(a)(iii)), and letter of credit fees (subject to Section 2.15(a)(iii) but specifically excluding any amounts owing under Section 2.10 as result of such payment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderratable share of the Letter of Credit Exposure (including any such portion thereof that has been reallocated pursuant to Section 2.15), (C) a Defaulting Lender’s Commitments may be terminated by the Borrower under this Section 2.1(c)(iii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders, and in (D) no Default has occurred and is continuing at the time of such order, as Agent may elect in its discretionelection and termination. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Commitments pursuant to this clause (iii) and the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (B) and (C) above, (1) such Defaulting Lender on the date of any Borrowing. Solely shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Section 2.9, Section 2.11, Section 2.13, Section 8.3 and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or Section 9.1 shall continue with respect to the Collateral events and occurrences occurring before or any Obligationsconcurrently with its ceasing to be a “Lender” hereunder, (2) such Defaulting Lender’s Commitments shall be deemed terminated, and (ii3) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure Defaulting Lender shall be relieved of its defaults obligations hereunder as a “Lender” except as to its obligations under Section 8.3 and Section 9.1 and any other obligations that expressly survive, which obligations shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, a defaulting Lender shall provided that, any such termination will not be deemed to be a “waiver or release of any claim by the Borrower, the Administrative Agent, Issuing Lender or any Lender may have against such Defaulting Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall(a) In the event that, at any one time, fail (i) any Lender shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Advance to the Borrower and (iii) the Borrower shall be required to make any payment hereunder or under any other Loan Document to Agent or BofA that is required hereunderfor the account of such Defaulting Lender, Agent then the Borrower may, but so long as no Default shall not occur or be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, continuing at such time, time and in such order, as Agent may elect in its discretion. With respect to the fullest extent permitted by applicable law, set-off and otherwise apply the Obligation of the Borrower to make such payment to or for the account of any funds from Agent to a such Defaulting Lender or from a against the Obligation of such Defaulting Lender to Agent, make such Defaulted Advance. In the party failing event that the Borrower shall so set-off and otherwise apply the Obligation of the Borrower to make any such payment against the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay Obligation of such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Defaulting Lender to make any such Defaulted Advance on any date, the amount so set-off and otherwise applied by the Borrower shall constitute for all purposes of this Agreement and the other Loan or payment in respect of Documents an LC Obligation to be made Advance by such Defaulting Lender made on such date under the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting Facility pursuant to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending which such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.Defaulted

Defaulting Lender. (a) If for any reason any Lender shallshall become a Defaulting Lender or shall fail or refuse to abide by its obligations under this Agreement, at any timeincluding, fail without limitation, its obligation to make available to Administrative Agent its Applicable Percentage of any payment Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or Letter of Credit Exposure and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to Agent the rights and remedies that may be available to the other Credit Parties, the Loan Parties or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, any other party at such timelaw or in equity, and in such ordernot at limitation thereof, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting such Defaulting Lender’s right to amendments, waivers, actions or inactions under any of participate in the Loan Documentsadministration of, or with respect to decision-making rights related to, the Collateral or any Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, provided, that, (A) the Commitment of a Defaulting Lender may not be increased, (B) the Loans of a Defaulting Lender may not be reduced or forgiven and (C) the interest applicable to Obligations owing to a Defaulting Lender may not be reduced in such a manner that by its terms affects such Defaulting Lender more adversely than Non-Defaulting Lenders, in each case of clauses (A), (B) and (C) without the consent of such Defaulting Lender and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment the Administrative Agent shall be deemed authorized, and shall have the right, to use any and all payments due to a Defaulting Lender from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, for application to, and reduction of, the proportionate shares of all outstanding Obligations of the remaining Non-Defaulting Lenders until, as a result of application of such payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) may, in lieu of being distributed to such Defaulting Lender, be zero (0). The provisions retained by the Administrative Agent as cash collateral for future funding obligations of this Section 4.2 shall be solely for the benefit Defaulting Lender in respect of Agent and Lenders and may not be enforced by Borrowersany Committed Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit.

Defaulting Lender. (a) If any a Lender shallbecomes a Defaulting Lender, at any timethen, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect addition to the payment of any funds from Agent rights and remedies that may be available to a Lender or from a Lender to the other Lenders, Agent, the Borrowers or any other party failing at law or in equity, and not in limitation thereof, (i) such Defaulting Lender’s right to make participate in the full payment when due pursuant to administration of, or decision-making rights related to, the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment Obligations in respect of an LC Obligation shall not relieve any Required Lender votes, this Agreement or the other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender Documents shall be responsible suspended for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by so long as such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendmentsremains a Defaulting Lender, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share such Defaulting Lender (on its own behalf and on behalf of payments and proceeds of Collateral pending such defaulting Lender’s cure any of its defaults hereunder, Affiliates that is a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment Bank Product Provider) shall be deemed to have permanently (unless reinstated as set forth below) assigned, without further consideration, any and all payments due to it from the Borrowers, whether on account of outstanding Advances, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Pro Rata Shares of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Agent, any amount payable to such Defaulting Lender (or to any Affiliate of such Defaulting Lender which is a Bank Product Provider) hereunder (whether on account of principal, interest, fees, Bank Products or otherwise) shall, in lieu of being distributed to such Defaulting Lender (or its Affiliate), be zero (0)retained by the Agent as cash collateral for, and applied by the Agent to, defaulted and future funding obligations of the Defaulting Lender in respect of any Advance or existing or future participating interest in any Letter of Credit. The Defaulting Lender’s (and its Affiliates) decision-making and participation rights and rights to payments as set forth in clauses (i), (ii) and (iii) hereinabove shall be restored only upon (a) the payment by the Defaulting Lender of its Pro Rata Share of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at a rate equal to the Base Rate from time to time in effect from the date when originally due until the date upon which any such amounts are actually paid and (b) receipt by the Agent and the Borrowers of a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Section 4.2 Agreement going forward. The operation of this section shall be solely for the benefit of Agent and Lenders and may not be enforced construed to increase or otherwise affect the Commitment of any non-Defaulting Lender, or relieve or excuse the performance by BorrowersBorrowers of their duties and obligations hereunder.

Defaulting Lender. (a) If for any reason any Lender shallshall become a Defaulting Lender, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at any time, fail to make any payment to Agent law or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such timein equity, and in such ordernot at limitation thereof, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting such Defaulting Lender’s right to amendments, waivers, actions or inactions under any of participate in the Loan Documentsadministration of, or with respect to decision-making rights related to, the Collateral Obligations, this Agreement or any Obligationsthe other Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations, and (iii) at the option of the Agent, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be zero (0)retained by the Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The provisions of this Section 4.2 Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i), (ii) and (iii) hereinabove shall be solely for restored only upon the benefit payment by the Defaulting Lender of Agent and Lenders and may not be enforced by Borrowersits Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (a) If for any reason any Lender shallshall become a Defaulting Lender or shall fail or refuse to abide by its obligations under this Agreement, at any time, fail including without limitation its obligation to make any payment available to Agent its Applicable Percentage of any Loans, expenses or BofA setoff or purchase its Applicable Percentage of a participation interest in the Swingline Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Agent of written notice thereof, then, in addition to the rights and remedies that is required hereundermay be available to the other Credit Parties, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, the Loan Parties or any other party at such timelaw or in equity, and in such ordernot at limitation thereof, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting such Defaulting Lender’s right to amendments, waivers, actions or inactions under any of participate in the Loan Documentsadministration of, or with respect to decision-making rights related to, the Collateral Obligations, this Agreement or any Obligationsthe other Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations, and (iii) at the option of the Agent, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be zero (0)retained by the Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The provisions of this Section 4.2 Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i), (ii) and (iii) hereinabove shall be solely for restored only upon the benefit payment by the Defaulting Lender of Agent and Lenders and may not be enforced by Borrowers.its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.13(c) hereof from the date when originally due until the date upon which any such amounts are actually paid. 103

Defaulting Lender. If any Lender shall(a) In addition to the rights and remedies that may be available to the Administrative Agent or the Borrower under this Agreement or applicable law, if at any timetime a Lender is a Defaulting Lender such Defaulting Lender's right to participate in the administration of the Revolving Credit Loans, fail this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of the Required Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make any timely payment to the Administrative Agent of any amount required to be paid to the Administrative Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Administrative Agent or BofA that is required hereunderthe Borrower may have under the immediately preceding provisions or otherwise, the Administrative Agent may, but shall not be required to, retain payments that would otherwise be made entitled (i) to collect interest from such defaulting Defaulting Lender hereunder and apply on such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to delinquent payment for the period from the date on which the payment of any funds from Agent to a Lender or from a Lender to Agent, was due until the party failing to make date on which the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount is made at the Federal Funds Effective Rate, (ii) to withhold or setoff and to apply in satisfaction or the defaulted payment and any related interest, any amount otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document until such defaulted payment and related interest has been paid in full and such default no longer exists and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. The failure of any Lender to fund its portion of any Loan or payment Any amount received by the Administrative Agent in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender 's Revolving Credit Loans shall not be deemed paid to be a “Lender” such Defaulting Lender and such Lender’s Commitment shall be deemed to be zero held uninvested by the Administrative Agent and either applied against the purchase price of such Revolving Credit Loans under the subsection (0). The provisions b) of this Section 4.2 shall be solely for 5.14 or paid to such Defaulting Lender upon the benefit default of Agent and Lenders and may not be enforced by Borrowerssuch Defaulting Lender being cured.

Defaulting Lender. If Notwithstanding any provision of this Agreement to the contrary, if any Lender shallbecomes a Defaulting Lender, at then for so long as such Lender is a Defaulting Lender any timeamount payable to such Defaulting Lender hereunder (whether on account of principal, fail to make interest, fees or otherwise and including any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments amount that would otherwise be made payable to such defaulting Defaulting Lender hereunder and apply such payments pursuant to Section 9.07), except for any amount payable to such defaulting Lender’s defaulted obligations hereunderDefaulting Lender by an Assignee pursuant to Section 2.17, at such timeshall be applied as follows (a) first, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a amounts owing by such Defaulting Lender to Agentthe Administrative Agent hereunder, the party failing to make the full payment when due pursuant (b) second, to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, (c) third, as the Borrower may request (so long as no Event of Default exists), held in a deposit account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (d) fourth, pro rata, to the payment of any Loan amounts owing to the Borrower or payment in respect the Lenders as a result of an LC Obligation shall not relieve any other judgment of a court of competent jurisdiction obtained by the Borrower or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligation, if anyobligations under this Agreement and (e) fifth, to fund its portion such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. The rights and remedies against a Defaulting Lender under this Section 2.18 are in addition to other rights and remedies that the Revolver Loan Borrower, the Administrative Agent and the non-Defaulting Lenders may have against such Defaulting Lender. The arrangements permitted or payment in respect of an LC Obligation on the date of Borrowing, but no Lender required by this Section 2.18 shall be responsible for permitted under this Agreement, notwithstanding any limitation on Liens or the failure of any other Lender to make any Loan pro rata sharing provisions or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersotherwise.

Defaulting Lender. If At any time when a Lender is then a Defaulting Lender, the Parent, at the Parent’s election, may elect to reduce or terminate such Defaulting Lender’s Commitment hereunder; provided that (i) the Parent must elect to either terminate such Defaulting Lender’s entire Commitment or terminate such Defaulting Lender’s entire unused Commitment, (ii) if the Parent elects to terminate such Defaulting Lender’s entire Commitment, the Parent shall pay to the Administrative Agent all amounts owed by the Borrowers in respect of such terminated Commitment amount to such Defaulting Lender in its capacity as a Lender under this Agreement and under the other Loan Documents and shall, at any timeto the extent such Defaulting Lender’s ratable share of the LC Exposure has not been, fail or has only partially been, reallocated pursuant to make any payment Section 2.21, deposit into the Cash Collateral Account Cash Collateral in the amount equal to Agent or BofA that is required hereunder102% of the Fronting Exposure attributable to such Defaulting Lender, Agent may, but and (iii) such termination shall not be required to, retain payments that would otherwise be made permitted if an Event of Default has occurred and is continuing. Upon written notice to the Defaulting Lender and the Administrative Agent of the Parent’s election to terminate such defaulting Lender hereunder and apply such payments to such defaulting Defaulting Lender’s defaulted obligations hereunder, at such time, entire Commitment pursuant to this clause (c) and in such order, as Agent may elect in its discretion. With respect to the payment and deposit of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, amounts (if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation ) required to be made by the Borrowers under clause (ii) above, (A) such Defaulting Lender on the date of any Borrowing. Solely shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Sections 2.15, 2.17, 8.06 and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or 9.03 shall continue with respect to the Collateral events and occurrences occurring before or any Obligationsconcurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated in whole and (iiC) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure Defaulting Lender shall be relieved of its defaults obligations hereunder as a “Lender” except pursuant to surviving obligations (including Sections 2.17 and 9.12 and as to its indemnification obligations under Article 8 with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder), a defaulting Lender shall provided that any such termination will not be deemed to be a “waiver or release of any claim by the Borrowers, the Administrative Agent, the Swingline Lender” and , any Issuing Bank or any Lender against such Defaulting Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any a Lender shall, at any time, fail fails to make any payment to Agent or BofA that is required hereunderhereunder (a “Defaulting Lender”), Agent may, but shall not be required to, retain obligated to transfer to a Defaulting Lender any payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting received by Agent for the Defaulting Lender’s defaulted obligations hereunderbenefit, at such time, and in such order, as Agent may elect in its discretion. With respect nor shall a Defaulting Lender be entitled to the payment sharing of any funds from Agent to a Lender payments hereunder (including any principal, interest or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment fees and whether in respect of an LC Obligation shall not relieve any Revolving Loans, participation interests or otherwise). For purposes of voting or consenting to matters with respect to this Agreement and the other Lender of its obligationLoan Documents and determining Pro Rata, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no such Defaulting Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall deemed not be deemed to be a “Lender” and such Lender’s Revolving Loan Commitment shall be deemed to be zero (0). At any time that there is a Defaulting Lender, payments received for application to the Obligations payable to Lenders (other than the Defaulting Lender) in accordance with the terms of this Agreement shall be distributed to such non-defaulting Lenders on a Pro Rata basis calculated after giving effect to the reduction of the Defaulting Lender’s Revolving Loan Commitment to zero (0) as provided herein or at Agent’s option, Agent may instead receive and retain such amounts that would be otherwise attributable to the Pro Rata share of the Defaulting Lender. To the extent that Agent elects to receive and retain such amounts, Agent may hold them and, in its reasonable discretion, relend such amounts to Borrowers. To the extent that Agent exercises its option to relend such amounts, such amounts shall be treated as Revolving Loans for the account of Agent in addition to the Revolving Loans that are made by the Lenders, other than Defaulting Lenders, on a Pro Rata basis as calculated after giving effect to the reduction of the Defaulting Lender’s Commitment to zero (0) as provided herein but shall be repaid in the same order of priority as Protective Advances for purposes of Section 5.6.1 hereof, except as Agent may otherwise elect. Agent shall determine whether any Revolving Loans requested shall be made from relending such amounts or from Revolving Loans from the Lenders other than the Defaulting Lenders and any allocation of requested Revolving Loans between them. The provisions rights of a Defaulting Lender shall be limited as provided herein until such time as the Defaulting Lender (a) has made all payments to Agent of the amounts that it had failed to pay causing it to become a Defaulting Lender, (b) has made any other payments as it would have been required to make as a Lender during the period that it was a Defaulting Lender other than in respect of the principal amount of Revolving Loans, which payments as to the principal amount of Revolving Loans shall be settled and funded based on the outstanding principal balance of the Revolving Loans on the date that Defaulting Lender makes all of the payments required to be made under Section 4.2(a) above or shall be settled and funded by such Lender at such other time thereafter as Agent may specify, and (c) is otherwise in compliance with the terms of this Agreement. Upon the making such payment or payments by Defaulting Lender with respect to the event that is the basis for it having become a Defaulting Lender, such Lender shall (i) cease to be a Defaulting Lender, (ii) only be entitled to receive the payment of interest (and no other amounts) accrued during the period that such Lender was a Defaulting Lender to the extent previously received and retained by Agent from or for the account of Borrowers relating to the funds constituting Loans funded by such Lender prior to the date that such Lender became a Defaulting Lender (and not previously paid to such Lender), (iii) have its Commitment reinstated for all purposes and (iv) fund Loans and settle in respect of the Loans and other Obligations in accordance with the terms hereof. The existence of a Defaulting Lender and the operation of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by Borrowersany Borrower or Guarantor of its duties and obligations hereunder.

Defaulting Lender. If any Lender shall, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, may (but shall not be required to), in its discretion, retain any payments or other funds received by Agent that would otherwise are to be made provided to a Defaulting Lender hereunder, and may apply such funds to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunderobligations, at such time, and in such order, as Agent may elect in its discretion. With respect to or readvance the payment of any funds from Agent to a Borrower to which such Lender or from has issued a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together Facility Commitment in accordance with interest on such amount at the Federal Funds Ratethis Agreement. The failure of any Lender to fund its portion of a Loan, to make any Loan or payment in respect of an LC Obligation Obligations or to otherwise perform its obligations hereunder shall not relieve any other Lender of its obligationobligations, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but and no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made default by such Lender on the date of any Borrowinganother Lender. Solely as among the Lenders and Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by any Borrower) that, solely for purposes of (i) voting upon or consenting determining a Defaulting Lender’s right to amendments, waivers, actions or inactions under any of vote on matters relating to the Loan DocumentsDocuments and to share in payments, or with respect to the fees and Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunderthereunder, a defaulting Defaulting Lender shall not be deemed to be a “Lender” and shall not cease to be a “Defaulting Lender” until all its defaulted obligations have been cured; provided that (i) such Defaulting Lender’s Commitment shall may not be deemed increased or extended without its consent and (ii) the principal amount of, or interest or fees payable on, Loans or LC Obligations, subject to be zero (0). The provisions the first sentence of this Section 4.2 shall be solely for the benefit of Agent and Lenders and 4.2, may not be enforced by Borrowersreduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Borrower, at any timethe Borrower’s election, fail may elect to make any payment to Agent or BofA terminate such Defaulting Lender’s Commitment hereunder; provided that is required hereunder(A) such termination must be of the Defaulting Lender’s entire Commitment, Agent may, but (B) the Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such defaulting Defaulting Lender hereunder in such Lender’s capacity as a Lender under this Agreement and apply such payments under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such defaulting Defaulting Lender, accrued Commitment Fees (subject to Section 2.8), and letter of credit fees but specifically excluding any amounts owing under Section 2.11 as result of such payment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account Cash Collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderratable share of the Letter of Credit Exposure (including any such Letter of Credit Exposure that has been reallocated pursuant to Section 2.16), (C) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.1(b)(ii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders, and in (D) such order, as Agent may elect in its discretiontermination shall not be permitted if a Default has occurred and is continuing. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Commitment pursuant to this clause (ii) and the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (B) above, (1) such Defaulting Lender on the date of any Borrowing. Solely shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights and obligations as among the Lenders a Lender under Sections 2.12, 2.14, 8.9 and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or 9.1 shall continue with respect to the Collateral events and occurrences occurring before or any Obligationsconcurrently with its ceasing to be a “Lender” hereunder, (2) such Defaulting Lender’s Commitment shall be deemed terminated, and (ii3) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure Defaulting Lender shall be relieved of its defaults obligations hereunder as a “Lender” except as to its obligations under Section 8.9 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, a defaulting Lender shall provided that, any such termination will not be deemed to be a “waiver or release of any claim by Borrower, the Administrative Agent, the Swingline Lender” and , any Issuing Lender or any Lender may have against such Defaulting Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender shallbecomes a Defaulting Lender, then so long as such Revolving Lender is a Defaulting Lender: (a) if any Swing Line Exposure or LC Exposure exists at any timethe time a Revolving Lender becomes a Defaulting Lender, fail the Borrower shall within one Business Day following notice by the Administrative Agent (i) first, prepay such Swing Line Exposure (or, if the Swing Line Lender s shall agree, cash collateralize 100% of such Defaulting Lender’s Swing Line Exposure (other than the portion of such Swing Line Exposure referred to make any payment in clause (b) of the definition of such term) therein and otherwise in accordance with the procedures set forth in Section 2.04(k) for so long as such Swing Line Exposure is outstanding) and (ii) second, cash collateralize such Defaulting Lender’s LC Exposure in an amount equal to Agent or BofA that 100% of such LC Exposure and otherwise in accordance with the procedures set forth in Section 2.04(k) for so long as such LC Exposure is required hereunder, Agent may, but outstanding; and (b) xxxxx Swing Line Lender shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Swing Line Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of and the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Issuing Lender shall not be deemed required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure therein of such Defaulting Lender will be a “Lender” 100% cash collateralized by the Borrower in accordance with this Section; (c) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.10(a); and (d) the Revolving Exposure and unused Revolving Commitment of such Lender’s Commitment Defaulting Lender shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersincluded in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.02); provided, that this clause (d) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender affected thereby.

Defaulting Lender. If any Lender shall, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but TC “4.2 Defaulting Lender. “ \f c \l “2” \* MERGEFORMAT AUTONF D3_TCAgent shall not be required to, retain obligated to transfer to a Defaulting Lender any payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting received by Agent for the Defaulting Lender’s defaulted obligations hereunderbenefit, at such time, and in such order, as Agent may elect in its discretion. With respect nor shall a Defaulting Lender be entitled to the payment sharing of any funds from Agent to a Lender payments hereunder (including any principal, interest or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment fees and whether in respect of an LC Obligation shall not relieve any Loans, participation interests or otherwise). For purposes of voting or consenting to matters with respect to this Agreement and the other Lender of its obligationLoan Documents and determining Pro Rata, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no such Defaulting Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall deemed not be deemed to be a “Lender” and such LenderXxxxxx’s Commitment shall be deemed to be zero (0). At any time that there is a Defaulting Lender, payments received for application to the Obligations payable to Lenders (other than the Defaulting Lender) in accordance with the terms of this Agreement shall be distributed to such non-defaulting Lenders on a Pro Rata basis calculated after giving effect to the reduction of the Defaulting Lender’s Loan to zero (0) as provided herein or at Agent’s option, Agent may instead receive and retain such amounts that would be otherwise attributable to the Pro Rata share of the Defaulting Lender. To the extent that Agent elects to receive and retain such amounts, Agent may hold them and, in its reasonable discretion, relend such amounts to Borrowers. To the extent that Agent exercises its option to relend such amounts, such amounts shall be treated as Loans for the account of Agent in addition to the Loans that are made by Lenders, other than Defaulting Lenders, on a Pro Rata basis as calculated after giving effect to the reduction of the Defaulting Lender’s Commitment to zero (0) as provided herein but shall be repaid in the same order of priority as Protective Advances for purposes of Section 5.7.1 hereof, except as Agent may otherwise elect. Agent shall determine whether any Loans requested shall be made from relending such amounts or from Loans from Lenders other than the Defaulting Lenders and any allocation of requested Loans between them. The provisions rights of a Defaulting Lender shall be limited as provided herein until such time as the Defaulting Lender (a) has made all payments to Agent of the amounts that it had failed to pay causing it to become a Defaulting Lender, (b) has made any other payments as it would have been required to make as a Lender during the period that it was a Defaulting Lender other than in respect of the principal amount of Loans, which payments as to the principal amount of Loans shall be settled and funded based on the outstanding principal balance of the Loans on the date that Defaulting Lender makes all of the payments required to be made under Section 4.2(a) above or shall be settled and funded by such Lender at such other time thereafter as Agent may specify, and (c) is otherwise in compliance with the terms of this Agreement. Upon the making of such payment or payments by Defaulting Lender with respect to the event that is the basis for it having become a Defaulting Lender, such Lender shall (i) cease to be a Defaulting Lender, (ii) only be entitled to receive the payment of interest (and no other amounts) accrued during the period that such Lender was a Defaulting Lender to the extent previously received and retained by Agent from or for the account of Borrowers relating to the funds constituting Loans funded by such Lender prior to the date that such Xxxxxx became a Defaulting Lender (and not previously paid to such Lender), (iii) have its Commitment reinstated for all purposes and (iv) fund Loans and settle in respect of the Loans and other Obligations in accordance with the terms hereof. The existence of a Defaulting Lender and the operation of this Section 4.2 shall not be construed to increase or DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 otherwise affect the Commitment of any Lender, or relieve or excuse (except as otherwise expressly provided herein with respect to such Defaulting Lender) the performance by any Borrower or Guarantor of its duties and obligations hereunder. During any period in which there is a Defaulting Lender with a Commitment, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit the Pro Rata share of each non-Defaulting Lender with a Commitment shall be solely for computed without giving effect to the benefit Commitment of Agent that Defaulting Lender, and such obligation to so acquire, refinance or fund participations in such Letters of Credit shall automatically be reallocated among the non-Defaulting Lenders with Commitments or Commitments, as applicable, upon such Defaulting Lender becoming a Defaulting Lender; provided, that the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in such Letters of Credit shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding amount of the Loans of that Lender. With respect to any Letter of Credit fee not required to be paid to any Defaulting Lender pursuant to this Agreement, the Borrowers shall (x) pay to each non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit that has been reallocated to such non-Defaulting Lender pursuant to the preceding sentence, (y) pay to the applicable Issuing Bank the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s fronting exposure to such Defaulting Lender, and may (z) not be enforced by Borrowersrequired to pay the remaining amount of any such fee. Subject to Section 15.21 hereof, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender with a Commitment arising from that Xxxxxx 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.

Defaulting Lender. If Notwithstanding anything to the contrary contained herein, in the event that any Lender shall, at any time, fail (x) refuses (which refusal constitutes a breach by such Lender of its obligations under this Agreement and which has not been retracted) to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund available its portion of any Loan or payment (y) notifies the Agent and/or the Borrower that it does not intend to make available its portion of any Loan (each, a "Lender Default"), all rights and obligations hereunder of the Lender (a "Defaulting Lender") as to which a Lender Default is in effect and of the other parties hereto shall be modified by this Section 9.06 while such Lender Default remains in effect. Loans shall be incurred pro rata from the Lenders (the "Non-Defaulting Lenders") which are not Defaulting Lenders based on their respective Commitments, and no Commitment shall be increased as a result of such Lender Default. Amounts received in respect of an LC Obligation principal of the Loans shall be applied to reduce the Loans of each of the Lenders pro rata based on the aggregate of the outstanding Loans of all of the Lenders at the time of such application; provided that, such amount shall not relieve be applied to any other Loan of a Defaulting Lender at any time when, and to the extent that, the aggregate amount of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure Loans of any other Non-Defaulting Lender to make any Loan or payment in respect exceeds such Non-Defaulting Lenders' Pro Rata Share of an LC Obligation to be made by such Lender on the date of any Borrowingall Loans then outstanding. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting A Defaulting Lender shall not be entitled to give instructions to the Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents. All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of "Majority Lenders", a Defaulting Lender shall be deemed not to be a “Lender” , not to have a Commitment and such Lender’s Commitment not to have Loans outstanding. Other than as expressly set forth in this Section 9.06, the rights and obligations of a Defaulting Lender (including the obligation to indemnify the Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 9.06 shall be deemed to be zero (0). The provisions release any Defaulting Lender from its Commitment hereunder, shall alter such Commitment, shall operate as a waiver of this Section 4.2 any default by such Defaulting Lender hereunder, or shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.prejudice any rights

Defaulting Lender. If (a) Notwithstanding the provisions of SECTION 2.21 and SECTION 2.22 hereof, the Administrative Agent shall not be obligated to transfer to a Defaulting Lender any payments made by the Borrowers to the Administrative Agent for the Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, the Administrative Agent shall transfer any such payments (i) first, to the Swingline Lender shallto the extent of any Swingline Loans that were made by the Swingline Lender and that were required to be, at but were not, paid by the Defaulting Lender, (ii) second, to any timeIssuing Bank, fail to make any payment the extent of the portion of a Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting Lender to such Issuing Bank, (iii) third, to each Non-Defaulting Lender ratably in accordance 158 with their Commitments (but, in each case, only to the extent that such Defaulting Lender’s portion of a Revolving Loan (or other funding obligation) was funded by such other Non-Defaulting Lender), (iv) to the Cash Collateral Account, the proceeds of which shall be retained by the Administrative Agent and shall be made available to be re-advanced to or BofA that is required for the benefit of the Borrowers (upon the request of the Lead Borrower and subject to the conditions set forth in SECTION 4.02) as if such Defaulting Lender had made its portion of the Revolving Loans (or other funding obligations) hereunder, and (v) from and after the date on which all other Obligations have been paid in full, to such Defaulting Lender. Subject to the foregoing, the Administrative Agent maymay hold and, but in its discretion, re-lend to the Borrowers for the account of the Defaulting Lender the amount of all such payments received and retained by the Administrative Agent for the account of such Defaulting Lender. No Defaulting Lender shall be entitled to receive any fee payable under SECTION 2.19(b) or any interest at the Default Rate payable under SECTION 2.12 for any period during which such Lender is a Defaulting Lender (and the Borrowers shall not be required to, retain payments to pay any such fee or interest at the Default Rate that otherwise would otherwise be made have been required to have been paid to that Defaulting Lender). The provisions of this SECTION 8.16 shall remain effective with respect to such defaulting Defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to until the payment earlier of any funds from Agent to a Lender or from a Lender to (y) the date on which the Administrative Agent, the party failing Issuing Bank, and the Borrowers shall have waived, in writing, the application of this SECTION 8.16 to make such Defaulting Lender and (z) the full payment when due pursuant date on which such Defaulting Lender pays to the terms hereof shall, on demand Administrative Agent all amounts owing by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Defaulting Lender to fund its portion of any Loan or payment in respect of an LC Obligation 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 8.16(b) shall be released to the Borrowers). The operation of this SECTION 8.16 shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its obligationduties and obligations hereunder, if anyor to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to the Administrative Agent, the Issuing Bank, the Swingline Lender, or to the Lenders other than such Defaulting Lender. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle the Borrowers, at their option, upon written notice to the Administrative Agent, to fund its portion arrange for a substitute Lender to assume the Commitment 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 Acceptance in favor of the Revolver Loan 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 Obligations (other than any Other Liabilities, but including (1) all interest, fees (except any Unused Fees, interest at the Default Rate or payment Letter of Credit Fees not due to such Defaulting Lender in accordance with the terms of this Agreement), and other amounts that may be due and payable in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligationsthereof, and (ii2) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure an assumption of its defaults hereunderCommitment Percentage of its participation in the Letters of Credit); provided, a defaulting that, subject to SECTION 9.28 hereof, any such assumption of the Commitment of such Defaulting Lender shall not be deemed to be constitute a “Lender” and waiver of any of the Credit Parties’ or the Loan Parties’ rights or remedies against any such Lender’s Commitment shall be deemed Defaulting Lender arising out of or in relation to be zero (0)such failure to fund. The In the event of a direct conflict between the priority provisions of this Section 4.2 shall SECTION 8.16 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 solely for read together and construed, to the benefit fullest extent possible, to be in concert with each other. In the event of Agent and Lenders and may any actual, irreconcilable conflict that cannot be enforced by Borrowersresolved as aforesaid, the terms and provisions of this SECTION 8.16 shall control and govern.

Defaulting Lender. If any Lender shall, at any time, fail to make any payment to The Lenders' Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain obligated to transfer to a Defaulting Lender any payments that would otherwise made by any Option Care Person to the Lenders' Agent for the Defaulting Lender's benefit; nor shall a Defaulting Lender be made entitled to such defaulting the sharing of any payments hereunder. Amounts payable to a Defaulting Lender hereunder and apply such payments shall instead be paid to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretionor retained by the Lenders' Agent. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agentpayments on Revolving Loans, the party failing to make the full payment when due pursuant Lenders' Agent may hold and, in its discretion, re-lend to the terms hereof shall, on demand Borrowers the amount of all such payments received or retained by it for the other party, pay account of such amount together with Defaulting Lender. Any amounts so re-lent to the Borrowers shall bear interest on such amount at the Federal Funds Raterate applicable to Reference Rate Revolving Loans and for all other purposes of this Agreement shall be treated as if they were Revolving Loans. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve Notwithstanding any other Lender part of its obligationthis Agreement, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or matters with respect to the Collateral or any Obligations, Loan Documents and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunderPro Rata Shares, a defaulting Defaulting Lender shall be deemed not to be a "Lender". Until a Defaulting Lender cures its failure to fund its Pro Rata Share of any Borrowing (A) such Defaulting Lender shall not be deemed entitled to be a “Lender” any portion of the Unused Line Fee and such Lender’s Commitment (B) the Unused Line Fee shall accrue in favor of the Lenders which have funded their respective Pro Rata Shares of the applicable requested Borrowing and shall be deemed allocated among such performing Lenders ratably based upon their relative Commitments. This Section shall remain effective with respect to such Lender until such time as the Defaulting Lender shall no longer be zero (0)in default of any of its obligations under this Agreement. The provisions terms of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by Borrowersany Option Care Person of its duties and obligations hereunder.

Defaulting Lender. If Agent or Canadian Agent (as the case may be) shall not be obligated to transfer to a Defaulting Lender any Lender shallpayments made by either U.S. Borrowers or Bombay Canada (as the case may be), at any time, fail to make any payment to Agent or BofA that is required hereunderCanadian Agent (as the case may be) for the Defaulting Lender's benefit, and, in the absence of such transfer to the Defaulting Lender, Agent mayor Canadian Agent (as the case may be) shall transfer any such payments to each other non-Defaulting Lender (either U.S. Lenders or Canadian Lenders, as the case may be) ratably in accordance with their Commitments (but only to the extent that such Defaulting Lender's Advance was funded by the other U.S. Lenders or Canadian Lenders, as the case may be) or, if so directed by Administrative Borrower or Bombay Canada (as the case may be) and if no Default or Event of Default had occurred and is continuing (and to the extent such Defaulting Lender's Advance was not funded by the other U.S. Lenders or Canadian Lenders, as the case may be), retain the same to be re-advanced to either U.S. Borrowers or Bombay Canada, as the case may be, as if such Defaulting Lender had made Advances to applicable Borrowers. Subject to the foregoing, Agent or Canadian Agent (as the case may be) may hold and, in its Permitted Discretion, re-lend to the applicable Borrowers for the account of such Defaulting Lender the amount of all such payments received and retained by Agent or Canadian Agent (as the case may be) for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents, such Defaulting Lender shall be deemed not to be a "Lender" and such Lender's Commitment shall be deemed to be zero. This Section shall remain effective with respect to such Lender until (x) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable, (y) the non-Defaulting Lenders, Agent, Canadian Agent and Administrative Borrower or Bombay Canada shall have waived such Defaulting Lender's default in writing, or (z) the Defaulting Lender makes its Pro Rata Share of the applicable Advance and pays to Agent or Canadian Agent (as the case may be) all amounts owing by Defaulting Lender in respect thereof. The operation of this Section shall not be required to, retain payments that would construed to increase or otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to affect the payment Commitment of any funds from Agent Lender, to a relieve or excuse the performance by such Defaulting Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligationduties and obligations hereunder, if anyor to relieve or excuse the performance by Borrowers of their duties and obligations hereunder to Agent, Canadian Agent or to Lenders other than such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Administrative Borrower or Bombay Canada (as the case may be) at its option, upon written notice to Agent, to fund its portion arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent or Canadian Agent (as the case may be). 49 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 Acceptance in favor of the Revolver Loan or payment in respect substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of an LC Obligation on the date of Borrowingoutstanding Obligations (other than Bank Product Obligations, but no Lender shall be responsible for including an assumption of its Pro Rata Share of the failure Risk Participation Liability) without any premium or penalty of any other Lender to make kind whatsoever; provided however, that any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any assumption of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share Commitment of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed to be constitute a “Lender” and waiver of any of the Lender Groups' or Borrowers' rights or remedies against any such Lender’s Commitment shall be deemed Defaulting Lender arising out of or in relation to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowerssuch failure to fund.

Defaulting Lender. (a) If for any reason any Lender shallshall become a Defaulting Lender, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at any time, fail to make any payment to Agent law or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such timein equity, and in such ordernot at limitation thereof, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting subject to amendments, waivers, actions or inactions under any of the Loan Documents, or Section 10.01 only with respect to the Collateral increase or any extension of such Lender’s Commitment, such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, (ii) a Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Term Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Pro Rata Shares of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any further amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Term Loan. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure hereinabove shall be restored only upon the payment by the Defaulting Lender of its defaults hereunderPro Rata Share of any Obligations, a defaulting Lender shall not be deemed any participation obligation, or expenses as to be a “Lender” and which it is delinquent, together with interest thereon at the rate set forth in Section 2.08 hereof from the date when originally due until the date upon which any such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowersamounts are actually paid.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Borrower, at any timethe Borrower’s election, fail may elect to make any payment terminate such Defaulting Lender’s Revolving Commitment and Term Commitment; provided that (A) the Borrower must elect to Agent or BofA that is required hereunderterminate such Defaulting Lender’s entire Revolving Commitment and Term Commitment, Agent mayif any, but (B) the Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such defaulting Defaulting Lender hereunder in such Defaulting Lender’s capacity as a Revolving Lender under this Agreement and apply under the other Credit Documents (excluding any amounts owing under Section 2.10 as result of such payments payment), (C) if any Term Commitment is being terminated pursuant to this clause (iii), the Borrower shall pay all amounts owed by the Borrower to such defaulting Defaulting Lender in such Lender’s defaulted obligations hereundercapacity as a Term Lender under this Agreement and under the other Credit Documents (excluding any amounts owing under Section 2.10 as result of such payment), (D) a Defaulting Lender’s Revolving Commitment and Term Commitment may be terminated by the Borrower under this Section 2.1(c)(iii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Revolving Commitments and in the Term Commitments of all then existing Defaulting Lenders, and (E) such order, as Agent may elect in its discretiontermination shall not be permitted if a Default has occurred and is continuing. With respect Upon written notice to the payment Defaulting Lender and the Administrative Agent of any funds from Agent the Borrower’s election to a Lender or from a Lender to Agent, the party failing to make the full payment when due terminate such Defaulting Lender’s Revolving Commitment and Term Commitment pursuant to this clause (iii) and the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of Borrower under clauses (iB) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (iiC) determining a defaulting Lender’s share of payments and proceeds of Collateral pending above, (1) such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed cease to be a “Lender” and a “Revolving Lender” or a “Term Lender”, as applicable, hereunder for all purposes except that such Lender’s rights and obligations as a Lender under Sections 2.11, 2.13, 8.4 and 9.2 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be “Lender” hereunder, (2) such Defaulting Lender’s Revolving Commitment and Term Commitment shall be deemed terminated in whole, and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a “Lender” and a “Revolving Lender” or “Term Lender”, as applicable, except that its obligations under Section 8.4 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent a “Lender” and Lenders and may a “Revolving Lender” or “Term Lender”, as applicable, hereunder, provided that, any such termination will not be enforced by Borrowersdeemed to be a waiver or release of any claim that the Borrower, the Administrative Agent, the Swing Line Lender, or any Lender may have against such Defaulting Lender. Notwithstanding anything herein to the contrary, (x) prior to the Term Commitment Termination Date, any termination of a Defaulting Lender’s Revolving Commitment pursuant to this clause (iii) must occur concurrently with a termination of such Defaulting Lender’s Term Commitments, and (y) if no Term Commitment is then being terminated pursuant to this clause (iii), the termination of commitments, rights and obligations provided for in this clause (iii) shall not affect rights and obligations that a Lender may have in its capacity as a Term Lender.

Defaulting Lender. (a) If for any reason any Lender shallshall fail or refuse to abide by its obligations under this Agreement, at any time, fail including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any payment Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swingline Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to Agent the rights and remedies that may be available to the other Credit Parties, the Loan Parties or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, any other party at such timelaw or in equity, and in such ordernot at limitation thereof, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting such Defaulting Lender’s right to amendments, waivers, actions or inactions under any of participate in the Loan Documentsadministration of, or with respect to decision-making rights related to, the Collateral Obligations, this Agreement or any Obligationsthe other Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be zero (0)retained by the Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The provisions of this Section 4.2 Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be solely for restored only upon the benefit payment by the Defaulting Lender of Agent and Lenders and may not be enforced by Borrowersits Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.13(c) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. If In the event that any Lender shallfails to fund its Pro Rata Share of the Advance requested or deemed requested by the Borrower, at any timewhich such Lender is obligated to fund under the terms of this Agreement (the funded portion of the Advance being hereinafter referred to as a “Non Pro Rata Loan”), fail until the earlier of such Lender’s cure of such failure and the termination of the Commitments, the proceeds of all amounts thereafter repaid to make any payment the Administrative Agent by the Borrower and otherwise required to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made applied to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment share of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due all other Obligations pursuant to the terms hereof shall, on demand of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other party, pay Obligations. Notwithstanding anything in this Agreement to the contrary: the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.9; any such amount together with interest on such amount at the Federal Funds Rate. The Lender shall be deemed to have cured its failure of any Lender to fund its portion Pro Rata Share, of any Loan or payment in respect the Advance at such time as an amount equal to such Lender’s original Pro Rata Share of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its the requested principal portion of the Revolver Loan or payment in respect of an LC Obligation on Advance is fully funded to the date of BorrowingBorrower, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be whether made by such Lender on itself or by operation of the date terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; amounts advanced to the Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of the Advance (“Cure Loans”) shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans; for so long as and until the earlier of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of the failure to fund its defaults hereunderPro Rata Share of the Advance and the termination of the Commitments, a defaulting the term “Required Lenders” for purposes of this Agreement shall mean Lenders (excluding all Lenders whose failure to fund their respective Pro Rata Share of the Advance have not been so cured) whose Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Pro Rata Shares of such Lenders; and for so long as and until any such Lender’s failure to fund its Pro Rata Share of the Advance is cured in accordance with Section 9.2(ii), such Lender shall not be deemed entitled to be a “Lender” any Facility Fees with respect to its Commitment or Loans, which Facility Fees shall accrue in favor of the Lenders which have funded their respective Pro Rata Share of the Advance, and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and allocated among such performing Lenders and may not be enforced by Borrowersratably based upon their relative Commitments or Loans.

Defaulting Lender. If any Lender shallis a Defaulting Lender, then the Borrower, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent its sole expense may, but upon notice to such Lender and the Administrative Agent, require such Lender subject to this Section 2.12(E) to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement and under the Advances, and Commitments of the Lender being replaced hereunder to an assignee that shall assume all those rights and obligations; provided, however, that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having valid jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed and (z) the Borrower or such assignee shall have paid to the replaced Lender in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Advances of such Lender plus all fees and other amounts accrued for the account of such Lender hereunder with respect thereto. A Lender subject to this Section 2.12(E) shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment such assignment and delegation if prior to any such assignment and delegation the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply. Each party hereto agrees that (a) an assignment required pursuant to this Section 2.12(E) may be effected pursuant to an assignment in respect substantially in the form of an LC Obligation Exhibit F hereto executed by the Borrower, the Administrative Agent and the assignee and (b) the Lender required to make such assignment need not be a party to such Assignment and Assumption in order for such assignment to be made by such Lender on the date of any Borrowing. Solely as among the Lenders effective and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to have consented to and be zero (0)bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided, further, that any such documents shall be without recourse to or warranty by the parties thereto. The provisions of this Section 4.2 shall be solely for the benefit of Administrative Agent and Lenders and may not be enforced by Borrowerseach Lender hereby agree to cooperate with the Borrower to effectuate the assignment of any Defaulting Lender’s interest hereunder.

Defaulting Lender. (a) If for any reason any Lender shallshall fail or refuse to abide by its obligations under this Agreement, at any time, fail including without limitation its obligation to make available to 144 the Administrative Agent its Applicable Percentage of any payment Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swingline Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to Agent the rights and remedies that may be available to the other Credit Parties, the Loan Parties or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, any other party at such timelaw or in equity, and not in such orderlimitation thereof, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting such Defaulting Lender’s right to amendments, waivers, actions or inactions under any of participate in the Loan Documentsadministration of, or with respect to decision-making rights related to, the Collateral Obligations, this Agreement or any Obligationsthe other Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be zero (0)retained by the Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The provisions of this Section 4.2 Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be solely for restored only upon the benefit payment by the Defaulting Lender of Agent and Lenders and may not be enforced by Borrowersits Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.12 hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. (i) If any Lender shallis a Defaulting Lender or a Non-Consenting Lender (Additional Managing Member), then the Borrower, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent its sole expense may, but upon notice to such Lender and the Administrative Agent, require such Lender subject to this Section 2.12(E) to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement and under the Advances, and Commitments of the Lender being replaced hereunder to an assignee that shall assume all those rights and obligations; provided, however, that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having valid jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed and (z) the Borrower or such assignee shall have paid to the replaced Xxxxxx in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Advances of such Lender plus all fees and other amounts accrued for the account of such Lender hereunder with respect thereto. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. A Lender subject to this Section 2.12(E) shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment such assignment and delegation if prior to any such assignment and delegation the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply. Each party hereto agrees that (a) an assignment required pursuant to this Section 2.12(E) may be effected pursuant to an assignment in respect substantially in the form of an LC Obligation Exhibit F hereto executed by the Borrower, the Administrative Agent and the assigneeAssignment Agreement and (b) the Lender required to make such assignment need not be a party to such Assignment and AssumptionAgreement in order for such assignment to be made by such Lender on the date of any Borrowing. Solely as among the Lenders effective and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to have consented to and be zero (0)bound by the terms thereof; provided that, following the effectiveness of any such assignmentAssignment Agreement , the other parties to such assignmentAssignment Agreement agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided, further, that any such documents shall be without recourse to or warranty by the parties thereto. The provisions of this Section 4.2 shall be solely for the benefit of Administrative Agent and Lenders and may not be enforced by Borrowerseach Lender hereby agree to cooperate with the Borrower to effectuate the assignment of any Defaulting Xxxxxx’s interest hereunder.

Defaulting Lender. If Anything contained herein to the contrary notwithstanding, in the event that any Lender shallbecomes a Defaulting Lender, at any timethen, fail until such time as such Lender is no longer a Defaulting Lender, to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to the extent permitted by Applicable Laws: (a) such defaulting Lender hereunder and apply such payments to such defaulting Defaulting Lender’s defaulted obligations hereunderright to approve or disapprove any amendment, at such time, and in such order, as Agent may elect in its discretion. With waiver or consent with respect to this Agreement shall be restricted as set forth in Section 12.5(b); (b) until such time as the payment Defaulting Lender shall have fulfilled all of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender its obligations hereunder to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligationCredit Extensions, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any voluntary prepayment of the Loan DocumentsCredit Extensions shall, or with respect if Agent so directs at the time of making such voluntary prepayment, be applied to the Collateral or any Obligationsapplicable Credit Extensions of other Lenders as if such Defaulting Lender had none of the applicable Credit Extensions outstanding, and (ii) determining any mandatory prepayment of the Credit Extensions shall, if Agent so directs at the time of making such mandatory prepayment, be applied to the Credit Extensions of other Lenders (but not to the Credit Extensions of such Defaulting Lender) as if such Defaulting Lender had funded all Credit Extensions that it failed to fund, it being understood and agreed that any portion of any mandatory prepayment of the Credit Extensions that is not paid to such Defaulting Lender solely as a defaulting Lender’s share result of payments the operation of the provisions of this clause (b) shall be paid to the non-Defaulting Lenders on a ratable basis; (c) no Defaulting Lender shall be entitled to receive any unused commitment fee payable under Section 2.5 for any period during which that Lender is a Defaulting Lender (and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender Borrower shall not be deemed required to be a “pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.; and

Defaulting Lender. If any Lender shall, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s 's defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under matters with respect to any of the Loan Documents, or with respect to the Collateral or any Obligations, Obligations and (ii) determining a defaulting Lender’s 's share of payments and proceeds of Collateral pending such defaulting Lender’s 's cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “"Lender” " and such Lender’s 's Commitment shall be deemed to be zero (0). The provisions of this Section SECTION 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Borrower, at any timeBorrower's election, fail may elect to make any payment to Agent or BofA terminate such Defaulting Lender's Commitment hereunder; provided that is required hereunder(A) such termination must be of all of the Defaulting Lender's Commitment, Agent may, but (B) the Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such defaulting Defaulting Lender hereunder in such Lender's capacity as a Lender under this Agreement and apply such payments under the other Loan Documents (including principal of and interest on the Advances owed to such defaulting Defaulting Lender’s defaulted obligations hereunder, accrued Commitment Fees (subject to Section 2.16(a)(iii)), and letter of credit fees (subject to Section 2.15(a)(iii) but specifically excluding any amounts owing under Section 2.12 as result of such payment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender's Applicable Percentage of the Letter of Credit Exposure (but including any such portion thereof that has been reallocated pursuant to Section 2.15), (C) a Defaulting Lender's Commitment may be terminated by the Borrower under this Section 2.1(c)(ii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders, and in (D) no Default has occurred and is continuing at the time of such order, as Agent may elect in its discretionelection and termination. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower's election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender's Commitment pursuant to this clause (ii) and the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (B) and (C) above, (1) such Defaulting Lender on the date of any Borrowing. Solely shall cease to be a " Lender" hereunder for all purposes except that such Lender's rights and obligations as among the Lenders a Lender under Sections 2.05(d), 2.13, 2.14, 8.03, 9.04 and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or 9.07 shall continue with respect to the Collateral events and occurrences occurring before or any Obligationsconcurrently with its ceasing to be a " Lender" hereunder, (2) such Defaulting Lender's Commitment shall be deemed terminated, and (ii3) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure Defaulting Lender shall be relieved of its defaults obligations hereunder as a " Lender" except as to its obligations under Section 8.03 and any other obligations that expressly survive, which obligations shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a " Lender" hereunder, a defaulting Lender shall provided that, any such termination will not be deemed to be a “waiver or release of any claim by the Borrower, the Administrative Agent, Issuing Lender or any Lender may have against such Defaulting Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. If any the Person serving as Administrative Agent is a Defaulting Lender shallpursuant to clause (d) of the definition thereof, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent the Required Lenders may, but to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) (unless an Event of Default has occurred and is continuing at the time of such appointment in which case only consultation with the Borrower shall not be required torequired), retain appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the "Removal Effective Date"), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments that would otherwise owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to such defaulting or through the Administrative Agent shall instead be made by or to each Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunderIssuing Bank directly, at until such time, if any, as the Require d Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Obligors to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent's resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent. Each Lender acknowledges and agrees that the extensions of credit made here under are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Obligors and their Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or 0010146-0000535 NYO1: 2000703970 .115 any related agreement or any document furnished hereunder or thereunder and in such order, as Agent may elect in its discretion. With respect deciding whether or to the payment extent to which it will continue as a lender or assign or otherwise transfer its rights, interests and obligations hereunder. In case of the pendency of any funds from Agent proceeding under any Debtor Relief Law or any other judicial proceeding relative to a Lender or from a Lender to Agentthe Borrower, the party failing to make Administrative Agent (irrespective of whether the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion principal of any Loan or payment Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of an LC Obligation shall not relieve any the Loans, Letter of Credit and all other Lender of its obligation, if any, Obligat ions that are owing and unpaid and to fund its portion file such other documents as may be necessary or advisable in order to have the claims of the Revolver Loan or payment in respect of an LC Obligation on Lenders, the date of Borrowing, but no Lender shall be responsible Issuing Banks and the Administrative Agent (including any claim for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders reasonable compensation, expenses, disbursements and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any advances of the Loan DocumentsLenders, or with respect to the Collateral or any Obligations, Issuing Banks and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Administrative Agent and Lenders their respective agents and may not be enforced by Borrowers.counsel and all other amounts due the Lenders, the Issuing Banks and the Administrative Agent under Section

Defaulting Lender. (a) If for any reason any Lender shallshall fail or refuse to abide by its obligations under this Agreement, at any time, fail including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any payment Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or LC Borrowings and such failure is not cured within two (2) Business Days of receipt from the Administrative Agent of written notice thereof, then, in addition to Agent the rights and remedies that may be available to the other 119 Credit Parties, the Loan Parties or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, any other party at such timelaw or in equity, and not in such orderlimitation thereof, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting such Defaulting Lender’s right to amendments, waivers, actions or inactions under any of participate in the Loan Documentsadministration of, or with respect to decision- making rights related to, the Collateral or any Obligations, and this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, except as otherwise expressly provided in Section 10.01, (ii) determining at the Administrative Agent’s option, any and all payments otherwise payable to a defaulting Defaulting Lender from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, may be held by the Administrative Agent and readvanced to the Borrowers, the Swing Line Lender or any LC Issuer as the Defaulting Lender’s share Applicable Percentage of payments any Borrowing or required funding of a participation in Swing Line Loans or Letters of Credit and proceeds (iii) without limiting the provisions of Collateral pending such defaulting Lender’s cure of its defaults hereunderclause (ii), a defaulting Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0)have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The provisions of this Section 4.2 Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i), (ii) and (iii) hereinabove shall be solely for restored only upon the benefit payment by the Defaulting Lender of Agent and Lenders and may not be enforced by Borrowersits Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. If At any time when a Lender shallis then a Defaulting Lender, the Borrower, at any timethe Borrower’s election, fail may elect to make any payment terminate such Defaulting Lender’s Revolving Commitment hereunder or such Defaulting Lender’s Term Commitment; provided that (A) such termination must be of the Defaulting Lender’s entire Revolving Commitment or Term Commitment, (B) the Non-Defaulting Lenders shall each have the option to Agent accept an assignment of the Defaulting Lender’s Revolving Commitment or BofA Term Commitment pursuant to Section 2.13 in lieu of a termination of Commitments pursuant to this Section 2.1(c)(iii), (C) to the extent that is required hereunderthe Non-Defaulting Lenders do not take an assignment as provided in the immediately preceding clause (B), Agent may, but the Borrower shall not be required to, retain payments that would otherwise be made pay all amounts owed by the Borrower to such defaulting Defaulting Lender hereunder in such Defaulting Lender’s capacity as a Revolving Lender under this Agreement and apply such payments under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such defaulting Defaulting Lender, accrued Commitment Fees (subject to Section 2.6(a)), and letter of credit fees but specifically excluding any amounts owing under Section 2.9 as result of such repayment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s defaulted obligations hereunderratable share of the Letter of Credit Exposure (other than any such Letter of Credit Exposure that has been reallocated pursuant to Section 2.14), (D) if any Term Commitment is being terminated pursuant to this clause (iii), the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender in such Lender’s capacity as a Term Lender under this Agreement and under the other Credit Documents (including principal of and interest on the Term Advances owed to such Defaulting Lender, and accrued Commitment Fees (subject to Section 2.6(a)) but specifically excluding any amounts owing under Section 2.9 as result of such payment of such Advances), (E) a Defaulting Lender’s Revolving Commitment and unused Term Commitment may be terminated by the Borrower under this Section 2.1(c)(iii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Revolving Commitments and in the unused Term Commitments of all then existing Defaulting Lenders, and (F) such order, as Agent may elect in its discretiontermination shall not be permitted if an Event of Default has occurred and is continuing. With respect Upon written notice to the payment Defaulting Lender and Administrative Agent of any funds from Agent the Borrower’s election to terminate a Lender or from a Lender to Agent, the party failing to make the full payment when due Defaulting Lender’s Revolving Commitment and Term Commitment pursuant to this clause (iii) and the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure payment and deposit of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation amounts required to be made by the Borrower under clause (C) above, (1) such Defaulting Lender on the date of any Borrowing. Solely shall cease to be a “Revolving Lender” or a “Term Lender”, as among the Lenders applicable, hereunder for all purposes except that such Lender’s rights and solely for purposes of (i) voting upon obligations as a Revolving Lender or consenting to amendmentsa Term Lender, waiversas applicable, actions or inactions under any of the Loan DocumentsSections 2.10, or 2.12, 8.9 and 9.1 shall continue with respect to the Collateral events and occurrences occurring before or any Obligationsconcurrently with its ceasing to be a “Revolving Lender” or “Term Lender”, as applicable, hereunder, (2) such Defaulting Lender’s Revolving Commitment and Term Commitment shall be deemed terminated, and (ii3) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure Defaulting Lender shall be relieved of its defaults obligations hereunder as a “Revolving Lender” and a “Term Lender” ,as applicable, except as to its obligations under Section 8.9 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” or a “Term Lender”, as applicable, hereunder, a defaulting Lender shall provided that, any such termination will not be deemed to be a “waiver or release of any claim that the Borrower, the Administrative Agent, the Swing Line Lender” , the Issuing Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything herein to the contrary, (x) if no Term Commitment is then being terminated pursuant to this clause (iii), the termination of commitments, rights and such obligations provided for in this clause (iii) shall not affect rights and obligations that a Lender may have in its capacity as a Term Lender, and (z) any termination of a Defaulting Lender’s Revolving Commitment pursuant to this clause (iii) must occur concurrently with a termination of such Defaulting Lender’s Term Commitments. Notwithstanding anything herein to the contrary, the Non-Defaulting Lenders’ option to take an assignment as provided in Section 2.1(c)(iii)(B) may be exercised by a Non-Defaulting Lender in its sole and absolute discretion and nothing contained herein shall be deemed obligate any Non-Defaulting Lender to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowerstake any such assignment.

Defaulting Lender. (a) If for any reason any Lender shallshall fail or refuse to abide by its obligations under this Agreement, at any time, fail including without limitation its obligation to make any payment available to Administrative Agent or BofA the Canadian Agent, as applicable, its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within one (1) Business Day of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that is required hereundermay be available to the other Credit Parties, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, the Loan Parties or any other party at such timelaw or in equity, and in such ordernot at limitation thereof, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting such Defaulting Lender’s right to amendments, waivers, actions or inactions under any of participate in the Loan Documentsadministration of, or with respect decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal (other than the Defaulting Lender’s rights pursuant to the Collateral or any ObligationsSection 10.01(a)), and (ii) determining if any of the other Lenders have made Loans on behalf of a defaulting Defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be zero (0)retained by the Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The provisions of this Section 4.2 Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be solely for restored only upon the benefit payment by the Defaulting Lender of Agent and Lenders and may not be enforced by Borrowersits Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. If Notwithstanding any provision of this Agreement to the contrary, if any Lender shallbecomes a Defaulting Lender, at any timethen, fail to make any payment to Agent or BofA that for so long as such Lender is required hereundera Defaulting Lender, Agent may, but such Defaulting Lender and the Commitment and the Extensions of Credit of such Defaulting Lender shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and included in such order, as Agent may elect in its discretion. With respect to determining whether the payment of any funds from Agent to a Lender or from a Lender to AgentLenders, the party failing Required Lenders or any directly affected Lender under the Facility have taken or may take any action hereunder (including any consent to make the full payment when due any amendment, consent, waiver or other modification pursuant to Section 10.1) and Commitment Fees shall cease to accrue on the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its unfunded portion of the Revolver Loan or payment Commitment of such Defaulting Lender; provided, that this Section 2.25 shall not apply in respect the case of an LC Obligation on amendment, waiver or other modification that has the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes effect of (i) voting upon increasing the amount or consenting extending the expiration date of all or any portion of such Defaulting Lender’s Commitment or extending the final scheduled maturity date of any Loan held by such Defaulting Lender, (ii) forgiving or reducing any principal amount of any Loan owing to amendments, waivers, actions or inactions under any of the Loan Documentssuch Defaulting Lender, or with respect (iii) reducing the stated rate of any interest or fees payable to such Defaulting Lender hereunder, or extending the Collateral or scheduled date of any Obligationspayment required hereunder (for the purpose of clarity, the foregoing clauses (i), (ii), and (iiiii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be include any waiver of a “Lender” mandatory prepayment and such Lender’s Commitment shall be deemed to be zero (0not preclude a waiver of applicability of any post-default increases in interest rates). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. (a) If for any reason any Lender shall become a Defaulting Lender, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Liabilities, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, (ii) at the option of the Agent, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, Fees or otherwise) shall, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made in lieu of being distributed to such defaulting Lender hereunder and apply such payments to such defaulting Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand be retained by the other party, pay such amount together with interest on such amount at Agent as cash collateral for future funding obligations of the Federal Funds Rate. The failure of any Defaulting Lender to fund its portion in respect of any Loan or payment existing or future participating interest in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any ObligationsProtective Advance, and (iiiii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero have assigned any and all payments due to it from the Loan Parties (0whether on account of principal, interest, fees or otherwise) to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Liabilities, and the Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i). The provisions of this Section 4.2 , (ii) and (iii) hereinabove shall be solely for restored only upon the benefit payment by the Defaulting Lender of Agent and Lenders and may not be enforced by Borrowersits Pro Rata Outstandings, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the applicable rate set forth herein from the date when originally due until the date upon which any such amounts are actually paid.

Defaulting Lender. If any Lender shall, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under matters with respect to any of the Loan Documents, or with respect to the Collateral or any Obligations, Obligations and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. (a) If for any reason any Lender shall become a Defaulting Lender or shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within two (2) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, (ii) a Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made in lieu of being distributed to such defaulting Lender hereunder and apply such payments to such defaulting Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand be retained by the other party, pay such amount together with interest on such amount at Administrative Agent as cash collateral for future funding obligations of the Federal Funds Rate. The failure of any Defaulting Lender to fund its portion in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i), (ii) and (iii) hereinabove shall be restored only upon the payment in respect of an LC Obligation shall not relieve any other by the Defaulting Lender of its obligation, if any, to fund its portion Applicable Percentage of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunderany participation obligation, a defaulting Lender shall not be deemed or expenses as to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for which it is delinquent, together with interest thereon at the benefit of Agent and Lenders and may not be enforced by BorrowersDefault Rate.

Defaulting Lender. If any Lender shallExcept in the case of an assignment to a Revolving Credit Bank or an Affiliate of a Revolving Credit Bank or an assignment of the entire remaining amount of the assigning Revolving Credit Bank's Revolving Commitments, at any time, fail the amount of the Revolving Commitments or Revolving Loans of the assigning Revolving Credit Bank subject to make any payment each such assignment (determined as of the date the Assignment and Assumption with respect to Agent or BofA that such assignment is required hereunder, Agent may, but delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required toif an Event of Default has occurred and is continuing. Except in the case of an assignment to a Term Loan Bank or an Affiliate of a Term Loan Bank or an assignment of the entire remaining amount of the assigning Term Loan Bank's Term Loan Commitments, retain payments the amount of the Term Loan Commitments or Term Loans of the assigning Term Loan Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that would otherwise no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank's rights and obligations under this Agreement (provided that this clause shall not be construed to such defaulting Lender hereunder prohibit the assignment of a proportionate part of the assigning Bank’s rights and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligationonly one Facility). The assignee, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender it shall not be deemed a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon execution and delivery (and acceptance and recording in the Register by the Administrative Agent) of such instrument and payment by such Assignee to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Assignee, such Assignee shall be a “Lender” Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment as set forth in such Lender’s Commitment instrument of assumption, and the transferor Bank shall be deemed released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be zero required. Upon the consummation of any assignment pursuant to this subsection (0c), the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note or Notes are issued to the Assignee. In connection with any such assignment (except for an assignment by a Bank to its Affiliate), the transferor Bank shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $3,500. The provisions Assignee shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of this any United States federal income taxes in accordance with Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers8.4.

Defaulting Lender. If any Lender shall, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain obligated to transfer to a Defaulting Lender any payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting received by Agent for the Defaulting Lender’s defaulted obligations hereunderbenefit, at such time, and in such order, as Agent may elect in its discretion. With respect nor shall a Defaulting Lender be entitled to the payment sharing of any funds from Agent to a Lender payments hereunder (including any principal, interest or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment fees and whether in respect of an LC Obligation shall not relieve any Loans, participation interests or otherwise). For purposes of voting or consenting to matters with respect to this Agreement and the other Lender of its obligationLoan Documents and determining Pro Rata, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no such Defaulting Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall deemed not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). At any time that there is a Defaulting Lender, payments received for application to the Obligations payable to Lenders (other than the Defaulting Lender) in accordance with the terms of this Agreement shall be distributed to such non-defaulting Lenders on a Pro Rata basis calculated after giving effect to the reduction of the Defaulting Lender’s Loan to zero (0) as provided herein or at Agent’s option, Agent may instead receive and retain such amounts that would be otherwise attributable to the Pro Rata share of the Defaulting Lender. To the extent that Agent elects to receive and retain such amounts, Agent may hold them and, in its reasonable discretion, relend such amounts to Borrowers. To the extent that Agent exercises its option to relend such amounts, such amounts shall be treated as Loans for the account of Agent in addition to the Loans that are made by Lenders, other than Defaulting Lenders, on a Pro Rata basis as calculated after giving effect to the reduction of the Defaulting Lender’s Commitment to zero (0) as provided herein but shall be repaid in the same order of priority as Protective Advances for purposes of Section 5.7.1 hereof, except as Agent may otherwise elect. Agent shall determine whether any Loans requested shall be made from relending such amounts or from Loans from Lenders other than the Defaulting Lenders and any allocation of requested Loans between them. The provisions rights of a Defaulting Lender shall be limited as provided herein until such time as the Defaulting Lender (a) has made all payments to Agent of the amounts that it had failed to pay causing it to become a Defaulting Lender, (b) has made any other payments as it would have been required to make as a Lender during the period that it was a Defaulting Lender other than in respect of the principal amount of Loans, which payments as to the principal amount of Loans shall be settled and funded based on the outstanding principal balance of the Loans on the date that Defaulting Lender makes all of the payments required to be made under Section 4.2(a) above or shall be settled and funded by such Lender at such other time thereafter as Agent may specify, and (c) is otherwise in compliance with the terms of this Agreement. Upon the making of such payment or payments by Defaulting Lender with respect to the event that is the basis for it having become a Defaulting Lender, such Lender shall (i) cease to be a Defaulting Lender, (ii) only be entitled to receive the payment of interest (and no other amounts) accrued during the period that such Lender was a Defaulting Lender to the extent previously received and retained by Agent from or for the account of Borrowers relating to the funds constituting Loans funded by such Lender prior to the date that such Lender became a Defaulting Lender (and not previously paid to such Lender), (iii) have its Commitment reinstated for all purposes and (iv) fund Loans and settle in respect of the Loans and other Obligations in accordance with the terms hereof. The existence of a Defaulting Lender and the operation of this Section 4.2 shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse (except as otherwise expressly provided herein with respect to such Defaulting Lender) the performance by any Borrower or Guarantor of its duties and obligations hereunder. During any period in which there is a Defaulting Lender with a Commitment, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit the Pro Rata share of each non-Defaulting Lender with a Commitment shall be solely for computed without giving effect to the benefit Commitment of Agent that Defaulting Lender, and such obligation to so acquire, refinance or fund participations in such Letters of Credit shall automatically be reallocated among the non-Defaulting Lenders and may with Commitments or Commitments, as applicable, upon such Defaulting Lender becoming a Defaulting Lender; provided, that the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in such Letters of Credit shall not be enforced by Borrowersexceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding amount of the Loans of that Lender. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender with a Commitment 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.

Defaulting Lender. If Notwithstanding anything to the contrary contained herein, in the event that any Lender shall, at any time, fail (x) has refused (which refusal constitutes a breach by such Lender of its obligations under this Agreement) to make any payment to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund available its portion of any Loan Advance or payment (y) notifies either Agent or Borrower that it does not intend to make available its portion of any Advance (if the actual refusal would constitute a breach by such Lender of its obligations under this Agreement) (each, a "Lender Default"), all rights and obligations hereunder of such Lender (a "Defaulting Lender") as to which a Lender Default is in effect and of the other parties hereto shall be modified to the extent of the express provisions of this Section 2.13 while such Lender Default remains in effect. Advances shall be incurred pro rata from Lenders that are not Defaulting Lenders (collectively, the "Non-Defaulting Lenders") based on their respective Commitment Percentages, and no Commitment Percentage of any Lender or any pro rata share of any Advances required to be advanced by any Lender shall be increased as a result of such Lender Default. Amounts received in respect of an LC Obligation principal of any type of Advances shall be applied to reduce the applicable Advances of each Lender pro rata based on the aggregate of the outstanding Advances of that type of all Lenders at the time of such application; provided that such amount shall not relieve be applied to any other Advances of a Defaulting Lender at any time when, and to the extent that, the aggregate amount of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure Advances of any other Non-Defaulting Lender to make any Loan or payment in respect exceeds such Non-Defaulting Lender's Commitment Percentage of an LC Obligation to be made by such Lender on the date of any Borrowingall Advances then outstanding. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting A Defaulting Lender shall not be entitled to give instructions to Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents. All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of "Required Lenders", a Defaulting Lender shall be deemed not to be a “Lender” Lender and such Lender’s Commitment not to have Advances outstanding. Other than as expressly set forth in this Section 2.13, the rights and obligations of a Defaulting Lender (including the obligation to indemnify Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 2.13 shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the other Loan Documents, shall alter such obligations, shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights that Borrower, Agent or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder. In the event that a Defaulting Lender retroactively cures, to the satisfaction of Agent, the breach that caused a Lender to become a Defaulting Lender, such Defaulting Lender shall no longer be zero (0). The provisions of this Section 4.2 a Defaulting Lender and shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowerstreated as a Non-Defaulting Lender under this Agreement.

Defaulting Lender. If In connection with any assignment of rights and obligations of any Defaulting Lender shall, at any time, fail to make any payment to Agent or BofA that is required hereunder, Agent mayno such assignment shall be effective unless and until, but in addition to the other conditions thereto set forth herein, the parties to the assignment shall not be required to, retain payments that would otherwise be made to make such defaulting Lender hereunder and apply such additional payments to such defaulting Lender’s defaulted obligations hereunderthe Administrative Agent in an aggregate amount sufficient, at such timeupon 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 Lead Borrower and in such order, as Agent may elect in its discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Administrative Agent, the party failing applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to make each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment when due pursuant liabilities then owed by such Defaulting Lender to the terms hereof shallAdministrative Agent, on demand by the other partyLC Issuer, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Swing Line Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any and each other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders hereunder (and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligationsinterest accrued thereon), and (iiy) determining a defaulting Lender’s acquire (and fund as appropriate) its full pro rata share of payments all Loans and proceeds participations in Letters of Collateral pending Credit and Swing Loans in accordance with its Applicable Revolving Credit Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Laws without compliance with the provisions of this paragraph, then the assignee of such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender interest shall not be deemed to be a “Lender” Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s Commitment rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be deemed to be zero (0). The provisions treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 4.2 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers11.06(d).

Defaulting Lender. If In the event that any Lender shallfails to fund its Revolving Loan Pro Rata Share of any Advance requested or deemed requested by the Borrower, at which such Lender is obligated to fund under the terms of this Agreement (the portion of such Advance funded by any timeother Lenders being hereinafter referred to as a "Non Pro Rata Loan"), fail until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to make any payment the Administrative Agent by the Borrower and otherwise required to Agent or BofA that is required hereunder, Agent may, but shall not be required to, retain payments that would otherwise be made applied to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its discretion. With respect to the payment 's share of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due all other Obligations pursuant to the terms hereof shall, on demand of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other party, pay Obligations. Notwithstanding anything in this Agreement to the contrary: the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations; any such amount together with interest on such amount at the Federal Funds Rate. The Lender shall be deemed to have cured its failure of any Lender to fund its Revolving Loan Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Revolving Loan Pro Rata Share of the requested principal portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligationsuch Advance is fully funded to the Borrower, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be whether made by such Lender on itself or by operation of the date terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Revolving Loan Pro Rata Share of any Borrowing. Solely Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as among the Lenders and solely for purposes until any such Lender's failure to fund its Revolving Loan Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (iA) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed entitled to any commitment fees with respect to its Revolving Loan Commitments and (B) such Lender shall not be a “entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Revolving Loan Pro Rata Share of such defaulting Lender” and such Lender’s Commitment 's requested Advance, shall be deemed to be zero (0). The provisions of this Section 4.2 allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be solely for calculated based upon the benefit average amount by which the aggregate Revolving Loan Commitments of Agent such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and Lenders and may not be enforced by Borrowersoutstanding Letters of Credit.

Defaulting Lender. If any Lender shall, at any time, fail to make any payment to Administrative Agent or BofA that is required hereunder, Administrative Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s 's defaulted obligations hereunder, at such time, and in such order, as Administrative Agent may elect in its discretion. With respect to the payment of any funds from Administrative Agent to a Lender or from a Lender to Administrative Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any BorrowingObligation. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under any of the Loan Documents, or with respect to the Collateral or any Obligations, and (ii) determining a defaulting Lender’s 's share of payments and proceeds of Collateral pending such defaulting Lender’s 's cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “"Lender” " and such Lender’s 's Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Administrative Agent and Lenders and may not be enforced by Borrowers.

Defaulting Lender. If any Lender shall, at any time, (a) fail to make any payment to Agent or BofA Regions that is required hereunderhereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a "Defaulting Lender"), Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Defaulting Lender hereunder and apply such payments to such defaulting Lender’s Defaulting Xxxxxx's defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion. With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, on upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate. The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolver Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any Borrowingborrowing. Solely as among the Lenders and solely for purposes of (i) voting upon or consenting to amendments, waivers, actions or inactions under matters with respect to any of the Loan Credit Documents, or with respect to the Collateral or any Obligations, Obligations and (ii) determining a defaulting Defaulting Lender’s 's share of payments payments, fees and proceeds of Collateral pending such defaulting Defaulting Lender’s 's cure of its defaults hereunder, a defaulting Defaulting Lender shall not be deemed to be a “"Lender” " and such Lender’s Xxxxxx's Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 2.16 shall be solely for the benefit of Agent and Lenders Xxxxxxx and may not be enforced by Borrowers.