TO BE PAID TO ANY DEFAULTING LENDER PURSUANT TO CLAUSE (A) OR (B) ABOVE,
BORROWERS SHALL (1) 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 OBLIGATIONS IN RESPECT OF LETTER OF CREDIT
ACCOMMODATIONS OR SWING LINE LOANS THAT HAS BEEN REALLOCATED TO SUCH
NON-DEFAULTING LENDER PURSUANT TO CLAUSE (IV) BELOW, (2) PAY TO EACH ISSUING
BANK AND SWING LINE LENDER, AS APPLICABLE, THE AMOUNT OF ANY SUCH FEE OTHERWISE
PAYABLE TO SUCH DEFAULTING LENDER TO THE EXTENT ALLOCABLE TO SUCH ISSUING BANK'S
OR SWING LINE LENDER'S FRONTING EXPOSURE TO SUCH DEFAULTING LENDER, AND (3) NOT
BE REQUIRED TO PAY THE REMAINING AMOUNT OF ANY SUCH FEE.
(IV)
ALL OR ANY PART OF SUCH DEFAULTING LENDER'S PARTICIPATION IN LETTER OF
CREDIT ACCOMMODATIONS AND SWING LINE LOANS SHALL BE REALLOCATED AMONG THE
NON-DEFAULTING LENDERS WHO ARE TRANCHE A LENDERS IN ACCORDANCE WITH THEIR
RESPECTIVE PRO RATA SHARES (CALCULATED WITHOUT REGARD TO SUCH DEFAULTING
LENDER'S COMMITMENT) BUT ONLY TO THE EXTENT THAT (A) THE CONDITIONS SET FORTH IN
SECTION 4.2 HEREOF ARE SATISFIED AT THE TIME OF SUCH REALLOCATION (AND, UNLESS
BORROWERS SHALL HAVE OTHERWISE NOTIFIED THE ADMINISTRATIVE AGENT AT SUCH TIME,
BORROWERS SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT SUCH CONDITIONS
ARE SATISFIED AT SUCH TIME), AND (B) SUCH REALLOCATION DOES NOT CAUSE THE
AGGREGATE OUTSTANDING REVOLVING LOANS AND PARTICIPATIONS IN LETTER OF CREDIT
ACCOMMODATIONS, SWING LINE LOANS AND SPECIAL ADMINISTRATIVE AGENT ADVANCES OF
ANY NON-DEFAULTING LENDER TO EXCEED SUCH NON-DEFAULTING LENDER'S COMMITMENT.
NO
REALLOCATION HEREUNDER SHALL CONSTITUTE A WAIVER OR RELEASE OF ANY CLAIM OF ANY
PARTY HEREUNDER AGAINST A DEFAULTING LENDER ARISING FROM THAT LENDER HAVING
BECOME A DEFAULTING LENDER, INCLUDING ANY CLAIM OF A NON-DEFAULTING LENDER AS A
RESULT OF SUCH NON-DEFAULTING LENDER'S INCREASED EXPOSURE FOLLOWING SUCH
REALLOCATION.
(V)
IF THE REALLOCATION DESCRIBED IN CLAUSE (IV) ABOVE CANNOT, OR CAN ONLY
PARTIALLY, BE EFFECTED, BORROWERS SHALL, WITHOUT PREJUDICE TO ANY RIGHT OR
REMEDY AVAILABLE TO IT HEREUNDER OR UNDER LAW, (A) FIRST, PREPAY SWING LINE
LOANS IN AN AMOUNT EQUAL TO THE SWING LINE LENDER'S FRONTING EXPOSURE AND (B)
SECOND, PROVIDE CASH COLLATERAL FOR THE ISSUING BANKS' FRONTING EXPOSURE IN
ACCORDANCE WITH SECTION 6.10(I) BELOW.
(G)
IF BORROWERS, ADMINISTRATIVE AGENT, SWING LINE LENDER AND ISSUING BANK
AGREE IN WRITING THAT A LENDER IS NO LONGER A DEFAULTING LENDER, ADMINISTRATIVE
AGENT WILL SO NOTIFY THE PARTIES HERETO, WHEREUPON AS OF THE EFFECTIVE DATE
SPECIFIED IN SUCH NOTICE AND SUBJECT TO ANY CONDITIONS SET FORTH THEREIN (WHICH
MAY INCLUDE ARRANGEMENTS WITH RESPECT TO ANY CASH COLLATERAL), THAT LENDER WILL,
TO THE EXTENT APPLICABLE, PURCHASE AT PAR THAT PORTION OF OUTSTANDING REVOLVING
LOANS OF THE OTHER LENDERS OR TAKE SUCH OTHER ACTIONS AS THE ADMINISTRATIVE
AGENT MAY DETERMINE TO BE NECESSARY TO CAUSE THE REVOLVING LOANS AND FUNDED AND
UNFUNDED PARTICIPATIONS IN LETTER OF CREDIT ACCOMMODATIONS AND SWING LINE LOANS
TO BE HELD PRO RATA BY THE TRANCHE A LENDERS IN ACCORDANCE WITH