Common use of Defaulting Purchasers Clause in Contracts

Defaulting Purchasers. (a) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding, then all or any part of such Defaulting Purchaser’s participation in such Letters of Credit shall be reallocated among the LC Participants that are not Defaulting Purchasers in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Purchaser’s Commitment), but only to the extent that (x) the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (and, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall constitute a waiver or release of any claim of any party against a Defaulting Purchaser arising from that Purchaser having become a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure following such reallocation. (b) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaser. (c) The Seller shall not be required to pay such Defaulting Purchaser any fees payable with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the Seller. (d) No amount payable by the Seller for the account of a Defaulting Purchaser (whether on account of Capital, Discount, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on the Commitment of such Defaulting Purchaser. (e) No Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaser.

Defaulting Purchasers. Anything contained herein to the contrary notwithstanding, in the event that any Purchaser, other than at the direction or request of any regulatory agency or authority, defaults in its obligation to purchase (a “Defaulting Purchaser”) any Note (in each case, a “Defaulted Purchase Obligation”), then (a) If except to the extent such Purchaser’s vote is required under Section 10.5(b), during any LC Participant becomes a Default Period with respect to such Defaulting Purchaser, such Defaulting Purchaser shall be deemed not to be a “Purchaser” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Note Documents; (b) to the extent permitted by applicable law, until such time as the Default Excess, if any, with respect to such Defaulting Purchaser shall have been reduced to zero, (i) any voluntary prepayment of the Notes shall, if Requisite Purchasers so direct at the time of making such voluntary prepayment, be applied to the Notes of other Purchasers as if such Defaulting Purchaser had no Notes outstanding and the outstanding Notes of such Defaulting Purchaser were zero, and (ii) any mandatory prepayment of the Notes shall, if Requisite Purchasers so direct at the time when there are undrawn Letters of Credit outstandingmaking such mandatory prepayment, then all or any part be applied to the Notes of other Purchasers (but not to the Notes of such Defaulting Purchaser’s participation in ) as if such Letters Defaulting Purchaser had honored all of Credit its Defaulted Purchase Obligations, it being understood and agreed that any portion of any mandatory prepayment of the Notes that is not paid to such Defaulting Purchaser solely as a result of the operation of the provisions of this clause (b) shall be reallocated among paid to the LC Participants that are not non-Defaulting Purchasers on a ratable basis; (c) such Defaulting Purchaser’s Commitments shall be excluded for purposes of calculating the commitment fee payable to Purchasers in accordance respect of any day during any Default Period with their respective Pro Rata Shares (calculated without regard respect to such Defaulting Purchaser, and such Defaulting Purchaser shall not be entitled to receive any commitment fee pursuant to Section 2.10 with respect to such Defaulting Purchaser’s Commitment), but only Commitment in respect of any Default Period with respect to the extent that (x) the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (and, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure Defaulting Purchaser. No Commitment of any Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall constitute a waiver be increased or release otherwise affected, and, except as otherwise expressly provided in this Section 2.21, performance by Company of any claim of any party against a Defaulting Purchaser arising from that Purchaser having become a Defaulting Purchaser, including any claim of any its obligations hereunder and the other Purchaser Note Documents shall not be excused or otherwise modified as a result of such other Purchaser’s increased exposure following such reallocation. (b) If any LC Participant becomes Purchaser becoming a Defaulting Purchaser at any time when there are undrawn Letters or the operation of Credit outstanding and the reallocation described in this Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaser2.21. (c) The Seller shall not be required to pay such Defaulting Purchaser any fees payable with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the Seller. (d) No amount payable by the Seller for the account of a Defaulting Purchaser (whether on account of Capital, Discount, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on the Commitment of such Defaulting Purchaser. (e) No Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaser.

Defaulting Purchasers. (a) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding, then all or any part of such Defaulting Purchaser’s participation in such Letters of Credit shall be reallocated among the LC Participants that are not Defaulting Purchasers in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Purchaser’s Commitment), but only to the extent that (x) the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (and, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall constitute a waiver or release of any claim of any party against a Defaulting Purchaser arising from that Purchaser having become a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure following such reallocation. (b) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaser. (c) The Seller shall not be required to pay such Defaulting Purchaser any fees payable with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the Seller. (d) No amount payable by the Seller for the account of a Defaulting Purchaser (whether on account of Capital, Discount, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter of this Agreement to the contrary, if any Related Committed Purchaser Person becomes a Defaulting Purchaser, then the following provisions shall apply for so long as such Related Committed Purchaser Person is a Defaulting Purchaser, Commitment Fees : (as defined in the RPA Fee Lettera) shall cease to accrue on the Commitment The Commitments of such Defaulting Purchaser. (e) No Defaulting Purchaser shall have any right to approve or disapprove any amendmentnot be included in determining whether all Purchasers, waiver or consent under this Agreement (and any amendmenteach affected Purchaser, waiver or consent which by its terms requires the consent of all Required Purchasers, the Required Additional Purchasers, the Required Delayed Draw Purchasers or each affected Purchaser such other number of Purchasers as may be effected with the required hereby or under any other Note Document have taken or may take any action hereunder (including any consent of the applicable Purchasers other than Defaulting Purchasersto any waiver, amendment or modification pursuant to Section 9.02), except ; provided that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms which affects any such Defaulting Purchaser more Purchasers disproportionately and adversely than relative to other affected Purchasers shall require the consent of such Defaulting Purchaser. (b) Any payment of principal, interest, fees or other amounts received by the Purchaser Representative for the account of any Defaulting Purchaser (whether voluntary or mandatory, at maturity, pursuant to Section 2.18, Section 2.20, Section 2.21, Section 2.22, Article 7, Section 9.05 or otherwise, and including any amounts made available to the Purchaser Representative by such Defaulting Purchaser pursuant to Section 9.09), shall be applied at such time or times as may be determined by the Required Purchasers and, where relevant, the Issuer as follows: first, to the payment of any amount owing by such Defaulting Purchaser to the Purchaser Representative hereunder; second, so long as no Default or Event of Default exists, as the Issuer may request, to the purchase of any Note in respect of which such Defaulting Purchaser has failed to fund its portion thereof as required by this Agreement; third, as the Required Purchasers or the Issuer may elect, to be held in a deposit account and released in order to satisfy obligations of such Defaulting Purchaser to purchase Notes under this Agreement; fourth, to the payment of any amount owing to the non-Defaulting Purchasers as a result of any judgment of a court of competent jurisdiction obtained by any non-Defaulting Purchaser against such Defaulting Purchaser as a result of such Defaulting Purchaser’s breach of its obligations under this Agreement; fifth, to the payment of any amount owing to the Issuer as a result of any judgment of a court of competent jurisdiction obtained by the Issuer against such Defaulting Purchaser as a result of such Defaulting Purchaser’s breach of its obligations under this Agreement; and sixth, to such Defaulting Purchaser or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Note in respect of which such Defaulting Purchaser has not fully funded its appropriate share and (y) such Note was sold at a time when the conditions set forth in Section 4.02 or Section 4.03, as applicable, were satisfied or waived, such payment shall be applied solely to pay the Notes of all non-Defaulting Purchasers on a pro rata basis prior to being applied to the payment of any Note of such Defaulting Purchaser. Any payment, prepayment or other amount paid or payable to any Defaulting Purchaser that is applied (or held) to pay any amount owed by any Defaulting Purchaser shall be deemed paid to and redirected by such Defaulting Purchaser, and each Purchaser irrevocably consents hereto. In the event that the Required Purchasers and the Issuer agree that any Defaulting Purchaser has adequately remedied all matters that caused such Purchaser to be a Defaulting Purchaser, then the Applicable Percentage of the relevant Purchasers shall be readjusted to reflect the inclusion of such Purchaser’s Commitment, and on such date such Purchaser shall purchase at par such of the Notes of the applicable Class of the other Purchasers as the Required Purchasers and the Issuer determine as necessary in order for such Purchaser to hold such Notes in accordance with its Applicable Percentage of the applicable Class. Notwithstanding the fact that any Defaulting Purchaser has adequately remedied all matters that caused such Purchaser to be a Defaulting Purchaser, (x) no adjustment will be made retroactively with respect to fees accrued or payments made by or on behalf of the Issuer while such Purchaser was a Defaulting Purchaser and (y) except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Purchaser to Purchaser will constitute a waiver or release of any claim of any party hereunder arising from such Purchaser’s having been a Defaulting Purchaser.

Defaulting Purchasers. Notwithstanding any provision of this Agreement to the contrary, if any Purchaser becomes a Defaulting Purchaser, then the following provisions shall apply for so long as such Purchaser is a Defaulting Purchaser: (a) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters Commitment Fees (as defined in the Fee Letter) shall cease to accrue on the unfunded portion of Credit outstanding, then all or any part the Commitment of such Defaulting Purchaser’s participation . (b) The Commitment and Capital of such Defaulting Purchaser shall not be included in determining whether the Majority Purchasers have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 13.01); provided, that, except as otherwise provided in Section 13.01, this clause (b) shall not apply to the vote of a Defaulting Purchaser in the case of an amendment, waiver or other modification requiring the consent of such Letters Purchaser or each Purchaser directly affected thereby (if such Purchaser is directly affected thereby). (c) In the event that the Administrative Agent, the Seller and the Servicer each agrees in writing that a Defaulting Purchaser has adequately remedied all matters that caused such Purchaser to be a Defaulting Purchaser, then on such date such Purchaser shall purchase at par such of Credit the Investments of the other Purchasers as the Administrative Agent shall determine may be reallocated among the LC Participants that are not Defaulting necessary in order for such Purchasers to hold such Invest in accordance with their respective Pro Rata Shares (calculated without regard its ratable share; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Seller while such Purchaser was a Defaulting Purchaser’s Commitment), but only and provided, further, that except to the extent that (x) otherwise agreed by the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (andaffected parties, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any no change hereunder from Defaulting Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall Purchaser that is not a Defaulting Purchaser will constitute a waiver or release of any claim of any party against a Defaulting Purchaser hereunder arising from that Purchaser having become been a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure following such reallocation. (b) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaser. (cd) The Seller shall not be required to pay such To the extent that any Purchaser is a Defaulting Purchaser any fees payable with respect to an Investment, the amount Seller may deliver a notice to the Administrative Agent specifying the date of such Investment, the identity of the undrawn Letters of Credit that is so cash collateralized by the Seller. (d) No amount payable by the Seller for the account of a Defaulting Purchaser (whether on account and the portion of Capitalsuch Investment that the Defaulting Purchaser failed to fund, Discount, indemnity payments or other amounts) which notice shall be paid or distributed deemed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited to the LC Collateral Account until the amount therein is equal to the amount an additional Investment Request in respect of such Defaulting Purchaser’s Pro Rata Share unfunded portion of the stated amount of the undrawn Letters of Credit that is not cash collateralizedsuch Investment, and each Purchaser shall, to the extent of any its remaining amounts, unfunded Commitment and subject to pay the continued fulfillment of all applicable conditions precedent set forth herein with respect to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contraryInvestment, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees fund its ratable share (as defined in the RPA Fee Letter) shall cease to accrue on recomputed by excluding the Commitment of Defaulting Purchasers from the aggregate Commitment) of such Defaulting Purchaserunfunded portion of such Investment not later than 2:30 p.m. (New York City time) on the Business Day following the date of such notice. (e) No At any time there is more than one Purchaser, the Seller shall be permitted to replace any Purchaser that becomes a Defaulting Purchaser; provided, however, that the Seller shall be permitted to replace any Purchaser which is the Administrative Agent or an Affiliate thereof only if, in either case, the Administrative Agent is also replaced contemporaneously, pursuant to documents reasonably satisfactory to the Administrative Agent and the Administrative Agent has received payment of an amount equal to all amounts payable to the Administrative Agent hereunder and under each of the other Transaction Document; provided further that (i) such replaced Purchaser shall have received payment of an amount equal to the aggregate outstanding Capital of such Purchaser, accrued Yield thereon, accrued fees and all other amounts payable to it hereunder and under the other Transaction Documents (including any right amounts under Section 4.02) from the assignee (to approve the extent of such outstanding Capital and accrued Yield and fees, excluding Breakage Fees) or disapprove any amendment, waiver or consent under this Agreement the Seller (and any amendment, waiver or consent which by its terms requires in the consent case of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasersamounts, including Breakage Fees), except that (xii) the Commitment replacement financial institution shall be reasonably satisfactory to the Administrative Agent, and (iii) any such replacement shall not be deemed to be a waiver of any Defaulting rights that the Seller, the Administrative Agent or any other Purchaser may not be increased or extended without shall have against the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting replaced Purchaser.

Defaulting Purchasers. Notwithstanding any provision of this Agreement to the contrary, if any Purchaser becomes a Defaulting Purchaser, then the following provisions shall apply for so long as such Purchaser is a Defaulting Purchaser: (a) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters Commitment Fees (as defined in the Fee Letter) shall cease to accrue on the unfunded portion of Credit outstanding, then all or any part the Commitment of such Defaulting Purchaser’s participation . (b) The Commitment and Capital of such Defaulting Purchaser shall not be included in determining whether the Majority Purchasers have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 14.01); provided, that, except as otherwise provided in Section 14.01, this clause (b) shall not apply to the vote of a Defaulting Purchaser in the case of an amendment, waiver or other modification requiring the consent of such Letters Purchaser or each Purchaser directly affected thereby (if such Purchaser is directly affected thereby). (c) In the event that the Administrative Agent, the Sellers and the Servicer each agrees in writing that a Defaulting Purchaser has adequately remedied all matters that caused such Purchaser to be a Defaulting Purchaser, then on such date such Purchaser shall purchase at par such of Credit the Capital of the other Purchasers as the Administrative Agent shall determine may be reallocated among the LC Participants that are not Defaulting Purchasers necessary in order for such Purchaser to hold such Capital ratably in accordance with their respective Pro Rata Shares (calculated without regard the Commitment of such Purchaser; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Sellers while such Purchaser was a Defaulting Purchaser’s Commitment), but only and provided, further, that except to the extent that (x) otherwise agreed by the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (andaffected parties, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any no change hereunder from Defaulting Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall Purchaser that is not a Defaulting Purchaser will constitute a waiver or release of any claim of any party against a Defaulting Purchaser hereunder arising from that Purchaser having become been a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure following such reallocation. (b) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaser. (c) The Seller shall not be required to pay such Defaulting Purchaser any fees payable with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the Seller. (d) No amount payable by the Seller for the account of a Defaulting Purchaser (whether on account of Capital, Discount, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on the Commitment of such Defaulting Purchaser. (e) No Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaser.

Defaulting Purchasers. Notwithstanding any provision of this Agreement to the contrary, if any Purchaser becomes a Defaulting Purchaser, then the following provisions shall apply for so long as such Purchaser is a Defaulting Purchaser: (a) If Unused Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Purchaser during any LC Participant becomes period that such Purchaser is a Defaulting Purchaser. (b) The Commitment and Capital of such Defaulting Purchaser shall not be included in determining whether the Majority Purchasers have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 14.01); provided, that, except as otherwise provided in Section 14.01, this clause (b) shall not apply to the vote of a Defaulting Purchaser at any time when there are undrawn Letters in the case of Credit outstandingan amendment, waiver or other modification requiring the consent of such Purchaser or each Purchaser directly affected thereby (if such Purchaser is directly affected thereby). (c) In the event that the Administrative Agent, the Seller and the Master Servicer each agrees in writing that a Defaulting Purchaser has adequately remedied all matters that caused such Purchaser to be a Defaulting Purchaser, then all or any part on such date such Purchaser shall purchase at par such of the Capital of the other Purchasers as the Administrative Agent shall determine may be necessary in order for such Defaulting Purchaser’s participation in Purchaser to hold such Letters of Credit shall be reallocated among the LC Participants that are not Defaulting Purchasers Capital ratably in accordance with their respective Pro Rata Shares (calculated without regard the Commitment of such Purchaser; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Seller while such Purchaser was a Defaulting Purchaser’s Commitment); provided, but only further, that except to the extent that (x) otherwise agreed by the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (andaffected parties, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any no change hereunder from Defaulting Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall Purchaser that is not a Defaulting Purchaser will constitute a waiver or release of any claim of any party against a Defaulting Purchaser hereunder arising from that Purchaser having become been a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure following such reallocation. (b) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaser. (c) The Seller shall not be required to pay such Defaulting Purchaser any fees payable with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the Seller. (d) No amount payable by the Seller for the account of a Defaulting Purchaser (whether on account of Capital, Discount, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on the Commitment of such Defaulting Purchaser. (e) No Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaser.

Defaulting Purchasers. (a) If any LC Participant becomes Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, the Agent shall not be obligated to transfer to a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding, then all payments made by the Seller for such Defaulting Purchaser’s benefit or any part proceeds of Collateral that would otherwise be remitted hereunder for the account of such Defaulting Purchaser’s participation , and, in the absence of such Letters transfer for the account of Credit the Defaulting Purchaser, the Agent shall transfer any such payments (A) first, to the payment of any amounts owing by such Defaulting Purchaser to the Agent hereunder; (B) second, to repay the Agent any amounts funded in respect of such Defaulting Purchaser, together with any accrued and unpaid CP Costs or Yield thereon; (C) third, as the Seller may request (so long as no Amortization Event or Potential Amortization Event shall have occurred and be reallocated among continuing), to the LC Participants that are not funding of any Incremental Purchase in respect of which such Defaulting Purchasers Purchaser has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; (D) fourth, if so determined by the Agent and the Seller (so long as no Amortization Event or Potential Amortization Event shall have occurred and be continuing), to be held in accordance with their respective Pro Rata Shares (calculated without regard a separately established deposit account subject to the control of the Agent, and released from time to time in order to satisfy such Defaulting Purchaser’s Commitment)potential future funding obligations with respect to Incremental Purchases under this Agreement; (E) fifth, but only so long as no Amortization Event or Potential Amortization Event shall have occurred and be continuing, to the extent that (x) the conditions precedent payment of any amounts owing to issuance of Letters of Credit are satisfied at the time of such reallocation (and, unless the Seller shall have otherwise notified the Administrator at such time, as a result of any judgment of a court of competent jurisdiction obtained by the Seller shall be deemed to have represented and warranted that against such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall constitute a waiver or release of any claim of any party against a Defaulting Purchaser arising from that Purchaser having become a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Defaulting Purchaser’s increased exposure following breach of its obligations under this Agreement; and (F) sixth, to such reallocation. (b) If any LC Participant becomes a Defaulting Purchaser at or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Capital outstanding in respect of any such Incremental Purchases, such payment shall be applied solely to pay the outstanding Capital of all Non-Defaulting Purchasers, on a pro rata basis, prior to being applied to the payment of any outstanding Capital of such Defaulting Purchaser until such time when there are undrawn Letters as all outstanding Capital is held by the Purchasers pro rata in accordance with the applicable Commitments. Solely for the purposes of Credit outstanding voting or consenting to matters with respect to the Transaction Documents (including the calculation of Pro Rata Share in connection therewith) and for the reallocation described in purpose of calculating the fee (other than the Used Fee) payable under clause (i) of Section 5.16(a2.1, such Defaulting Purchaser shall be deemed not to be a “Purchaser” and such Purchaser’s Commitment shall be deemed to be zero; provided, that the foregoing shall not apply to any of the matters governed by clauses (A) above cannotor (B) of Section 13.1(b)(i). The provisions of this Section 12.4 shall remain effective with respect to such Defaulting Purchaser until the earlier of (y) the date on which all of the Non-Defaulting Purchasers, or can only partially, be effected, then the Agent and the Seller shall (i) within two (2) Business Days following notice by have waived, in writing, the LC Bank, cash collateralize for the benefit application of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal this Section 12.4 to such Defaulting Purchaser’s Pro Rata Share , or (determined after giving effect z) the date on which such Defaulting Purchaser makes payment of all amounts that it was obligated to any reallocation fund hereunder, pays to the Agent all amounts owing by such Defaulting Purchaser in respect of the amounts that it was obligated to fund hereunder and, if requested by the Agent, provides adequate assurance of its participation in Letters ability to perform its future obligations hereunder. The operation of Credit pursuant this Section 12.4 shall not be construed to Section 5.16(a) above) increase or otherwise affect the Commitment of any Purchaser, to relieve or excuse the undrawn stated amount performance by such Defaulting Purchaser or any other Purchaser of outstanding Letters its duties and obligations hereunder, or to relieve or excuse the performance by any Seller Party of Credit by depositing such amount into its duties and obligations hereunder to the LC Collateral Account, and (ii) maintain funds in Agent or to the LC Collateral Account Purchasers other than to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy Any failure by a Defaulting Purchaser’s obligation Purchaser to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and amounts that it was obligated to fund any Participation Advance required to be made hereunder shall constitute a material breach by such Defaulting Purchaser. (c) The Seller Purchaser of this Agreement and shall not be required to pay such Defaulting Purchaser any fees payable with respect entitle Seller, at its option, upon written notice to the amount of the undrawn Letters of Credit that is so cash collateralized by the Seller. (d) No amount payable by the Seller for the account of a Defaulting Purchaser (whether on account of Capital, Discount, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, and to the extent of any remaining amounts, to pay arrange for a substitute Purchaser Group to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on assume the Commitment of such Defaulting Purchaser. ’s Purchaser Group, such substitute Purchaser Group to be reasonably acceptable to the Agent. In connection with the arrangement of such a substitute Purchaser Group, (ei) No the Defaulting Purchaser’s Purchaser Group shall have any no right to approve or disapprove any amendment, waiver or consent under this Agreement refuse to be replaced hereunder and (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (xii) the Commitment of any Company in the Defaulting Purchaser’s Purchaser may not be increased or extended without Group shall have no right to consent to the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent assignment in respect of such Defaulting Purchaser. In such circumstance, the Defaulting Purchaser’s Purchaser Group agrees to execute and deliver a completed Assignment Agreement in favor of the substitute Purchaser (and agrees that it shall be deemed to have executed and delivered such documentation if it fails to do so), subject only in each case to being paid its share of the outstanding Obligations (but not any fee (other than the Used Fee) payable under clause (i) of Section 2.1 during such time as the Purchaser was a Defaulting Purchaser); provided, that any such assumption of the Commitment of such Defaulting Purchaser shall not be deemed to constitute a waiver of any of the other Purchasers’ or any Seller Party’s rights or remedies against any such Defaulting Purchaser 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 12.4 and any other provision contained in this Agreement or any other Transaction 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 12.4 shall control and govern.

Defaulting Purchasers. (a) If any LC Participant Committed Purchaser becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding, then all or any part of such Defaulting Purchaser’s participation in such Letters of Credit the Servicer shall be reallocated among the LC Participants that are not Defaulting Purchasers in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Purchaser’s Commitment), but only to the extent that (x) the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (and, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall constitute a waiver or release of any claim of any party against a Defaulting Purchaser arising from that Purchaser having become a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure on each day following such reallocation. (b) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, occurrence apply Collections to cash collateralize for the benefit of the LC Bank a ▇▇ ▇▇▇▇▇ the portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation ratable share of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the such undrawn stated amount Stated Amount of outstanding Letters of Credit by depositing such amount all Collections available pursuant to Section 2.08 into the LC Collateral Account, and (ii) maintain funds in the LC ▇▇ ▇▇▇▇ Collateral Account until the amount therein is equal to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation ratable share of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount Stated Amount of outstanding Letters of Credit (including increased amounts due to newly-issued Letters of Credit and reductions due to terminations of Letters of Credit). The Administrator Administrative Agent shall (1) apply funds deposited into the LC ▇▇ ▇▇▇▇ Collateral Account pursuant to this Section 2.12(a) to satisfy a Defaulting Purchaser’s obligation to fund its it portion of a Reimbursement Purchase requested pursuant to Section 2.11(a) or deemed requested by (b) hereof and (2) transfer funds in the ▇▇ ▇▇▇▇ Collateral Account in excess of the Required ▇▇ ▇▇▇▇ Collateral Amount to the Seller and to fund any Participation Advance as provided in Section 2.08(e) hereof. For the avoidance of doubt, the amount required to be made by such Defaulting Purchaserdeposited and maintained in the ▇▇ ▇▇▇▇ Collateral Account pursuant to this Section 2.12(a) is only one component of the Required ▇▇ ▇▇▇▇ Collateral Amount, and other amounts may be required to be deposited and maintained in the ▇▇ ▇▇▇▇ Collateral Account pursuant to Section 2.08 or 2.09. (cb) The Seller shall not be required to pay such any Defaulting Purchaser any fees payable the portion of the Used Fee or Unused Fee pursuant to the Fee Letter with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the Sellerpursuant to Section 2.12(a). (dc) No Except for the portion of any fees not otherwise payable to such Defaulting Purchaser pursuant to Section 2.12(b), no amount payable by the Seller for the account of a Defaulting Purchaser under this Agreement (whether on account of CapitalNet Investment, DiscountYield, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Facility Agent), but instead shall be deposited to the LC ▇▇ ▇▇▇▇ Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share ratable share of the stated amount Stated Amount of the undrawn Letters of Credit that is not cash collateralizedcollateralized in accordance with Section 2.12(a), and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on the Commitment of such Defaulting Purchaser. (e) No Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaser.

Defaulting Purchasers. Notwithstanding any provision of this Agreement to the contrary, if any Purchaser becomes a Defaulting Purchaser, then the following provisions shall apply for so long as such Purchaser is a Defaulting Purchaser: (a) If Commitment Fees (as defined in the Fee Letter) shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Purchaser and each other Purchaser in the same Group. (b) The Commitment and Capital of such Defaulting Purchaser and each other Purchaser in the same Group shall not be included in determining whether the Majority Group Agents have taken or may take any LC Participant becomes action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 14.01); provided, that, except as otherwise provided in Section 14.01, this clause (b) shall not apply to the vote of a Defaulting Purchaser at (or other Purchaser in the same Group) in the case of an amendment, waiver or other modification requiring the consent of such Purchaser or each Purchaser directly affected thereby (if such Purchaser is directly affected thereby). (c) In the event that one or more Committed Purchasers fails to fund any time when there are undrawn Letters portion of Credit outstandingits Investments (or the Capital thereof) by 8:00 a.m. (New York City time) on the Business Day following the date of the Investment specified in the related Investment Request, the Administrative Agent shall notify each of the other Committed Purchasers not later than 11:00 a.m. (New York City time) on such Business Day, and each of the other Committed Purchasers (or the Related Conduit Purchasers on their behalf) shall, upon satisfaction of the applicable conditions set forth in Article VI and pursuant to the other conditions set forth in this Article II, make available to the Seller a supplemental Investment in an amount equal to the lesser of (a) the aggregate Capital of the related Investment Request that was unfunded multiplied by such Committed Purchaser’s Percentage (which for purposes of this clause will not include the aggregate Commitment of the Committed Purchaser failing to make the Investment on such prior Business Day) and (b) the excess of (i) such Committed Purchaser’s Commitment over (ii) the product of such Committed Purchaser’s related Percentage multiplied by all outstanding Commitments (after giving effect to the supplemental Investment on such date). In the event that the Committed Purchasers that originally failed to fund their Investments in respect of a applicable Investment Request, have not otherwise cured such failure, such supplemental Investments shall be made by wire transfer to the Administrative Agent in Dollars in same day funds no later than 12:00 p.m. (New York City time) on the Business Day that is two (2) Business Days following the Business Day on which the notice described in the preceding sentence was received by such Committed Purchaser (it being (d) In the event that the Administrative Agent, the Seller and the Servicer each agrees in writing that a Defaulting Purchaser has adequately remedied all matters that caused such Purchaser to be a Defaulting Purchaser, then all or any part on such date such Purchaser shall purchase at par such of the Capital of the other Purchasers as the Administrative Agent shall determine may be necessary in order for such Defaulting Purchaser’s participation in Purchaser to hold such Letters of Credit shall be reallocated among the LC Participants that are not Defaulting Purchasers Capital in accordance with their respective Pro Rata Shares (calculated without regard its Percentage; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Seller while such Purchaser was a Defaulting Purchaser’s Commitment), but only and provided, further, that except to the extent that (x) otherwise agreed by the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (andaffected parties, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any no change hereunder from Defaulting Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall Purchaser that is not a Defaulting Purchaser will constitute a waiver or release of any claim of any party against a Defaulting Purchaser hereunder arising from that Purchaser having become been a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure following such reallocation. (b) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaser. (c) The Seller shall not be required to pay such Defaulting Purchaser any fees payable with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the Seller. (d) No amount payable by the Seller for the account of a Defaulting Purchaser (whether on account of Capital, Discount, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on the Commitment of such Defaulting Purchaser. (e) No Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaser.

Defaulting Purchasers. Notwithstanding any provision of this Agreement to the contrary, if any Purchaser becomes a Defaulting Purchaser, then the following provisions shall apply for so long as such Purchaser is a Defaulting Purchaser: (a) If Commitment Fees (as defined in the Fee Letter) shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Purchaser and each other Purchaser in the same Group. (b) The Commitment and Capital of such Defaulting Purchaser and each other Purchaser in the same Group shall not be included in determining whether the Majority Purchasers have taken or may take any LC Participant becomes action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 14.01); provided, that, except as otherwise provided in Section 14.01, this clause (b) shall not apply to the vote of a Defaulting Purchaser at any time when there are undrawn Letters (or other Purchaser in the same Group) in the case of Credit outstandingan amendment, then all waiver or any part other modification requiring the consent of such Defaulting Purchaser or each Purchaser directly affected thereby (if such Purchaser is directly affected thereby). (c) In the event that one or more Committed Purchasers fails to fund any portion of its Investments (or the Capital thereof) by 8:00 a.m. (New York City time) on the Business Day following the date of the Investment specified in the related Investment Request, the Administrative Agent shall notify each of the other Committed Purchasers not later than 11:00 a.m. (New York City time) on such Business Day, and each of the other Committed Purchasers (or the Related Conduit Purchasers on their behalf) shall, upon satisfaction of the applicable conditions set forth in Article VI and pursuant to the other conditions set forth in this Article II, make available to the Seller a supplemental Investment in an amount equal to the lesser of (a) the aggregate Capital of the related Investment Request that was unfunded multiplied by such Committed Purchaser’s participation Percentage (which for purposes of this clause will not include the aggregate Commitment of the Committed Purchaser failing to make the Investment on such prior Business Day) and (b) the excess of (i) such Committed Purchaser’s Commitment over (ii) the product of such Committed Purchaser’s related Percentage multiplied by all outstanding Commitments (after giving effect to the supplemental Investment on such date). In the event that the Committed Purchasers that originally failed to fund their Investments in respect of a applicable Investment Request, have not otherwise cured such Letters of Credit failure, such supplemental Investments shall be reallocated among the LC Participants that are not Defaulting Purchasers in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Purchaser’s Commitment), but only made by wire transfer to the extent Administrative Agent in Dollars in same day funds no later than 12:00 p.m. (New York City time) on the Business Day that is two (x2) Business Days following the conditions precedent to issuance of Letters of Credit are satisfied at Business Day on which the time of notice described in the preceding sentence was received by such reallocation Committed Purchaser (and, unless the Seller shall have otherwise notified the Administrator at it being understood that any such request received after 11:00 a.m. (New York City time, the Seller ) shall be deemed to have represented been received on the next Business Day). The Administrative Agent will make available to the Seller by wire transfer in same day funds at the account from time to time designated in writing by the Seller to the Administrative Agent the amount of such supplemental Investments no later than 4:00 p.m. (New York City time) on the day such supplemental Investments are received from the Committed Purchasers. If any Committed Purchaser which shall have failed to fund its Investment in respect of an Investment Request shall subsequently pay such amount, the Seller shall immediately remit such funds to the Administrative Agent which shall apply such amount pro rata to repay any supplemental Investments made by the other Committed Purchasers (or the related Conduit Purchasers on their behalf) pursuant to this Section 2.06(c). Any payment of principal, interest, fees or other amounts payable to the account of a Defaulting Purchaser (whether voluntary or mandatory, at maturity or otherwise) shall be applied by the Servicer first to all other Committed Purchasers on a pro rata basis prior to being applied to the payment of any Investments of such Defaulting Purchaser until such time as all Investments are held by the Committed Purchasers (or the related Conduit Purchasers on their behalf) pro rata in accordance with the Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Purchaser that are applied to pay amounts owed by a Defaulting Purchaser pursuant to this Section 2.06(c) shall be deemed paid to and warranted that redirected by such conditions are satisfied at such time)Defaulting Purchaser, and (y) such reallocation does not cause the aggregate credit exposure of any each Committed Purchaser to exceed such Purchaser’s Commitmentirrevocably consents hereto. No such reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Purchaser arising from that Committed Purchaser having become a Defaulting Purchaser, including any claim of . No Defaulting Purchaser or any other Purchaser in the same Group shall be entitled to receive any Commitment Fees (as a result of such other Purchaser’s increased exposure following such reallocation. (bdefined in the Fee Letter) If for any LC Participant becomes period during which that Purchaser is a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding (and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaser. (c) The Seller shall not be required to pay any such Commitment Fees that otherwise would have been required to have been paid to that Defaulting Purchaser or any fees payable with respect to other Purchaser in the amount of the undrawn Letters of Credit that is so cash collateralized by the Sellersame Group for such period). (d) No amount payable by In the event that the Administrative Agent, the Seller for and the account of Servicer each agrees in writing that a Defaulting Purchaser (whether on account of Capital, Discount, indemnity payments or other amounts) shall has adequately remedied all matters that caused such Purchaser to be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, then on such date such Purchaser shall purchase at par such of the Capital of the other Purchasers as the Administrative Agent shall determine may be necessary in order for so long as such Related Committed Purchaser is to hold such Capital in accordance with its Percentage; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Seller while such Purchaser was a Defaulting Purchaser, Commitment Fees (as defined in and provided, further, that except to the RPA Fee Letter) shall cease extent otherwise agreed by the affected parties, no change hereunder from Defaulting Purchaser to accrue on the Commitment Purchaser that is not a Defaulting Purchaser will constitute a waiver or release of such any claim of any party hereunder arising from that Purchaser having been a Defaulting Purchaser. (e) No Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaser.

Defaulting Purchasers. (a) If Notwithstanding any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters provision of Credit outstanding, then all or any part of such Defaulting Purchaser’s participation in such Letters of Credit shall be reallocated among the LC Participants that are not Defaulting Purchasers in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Purchaser’s Commitment), but only this Agreement to the extent that (x) the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (andcontrary, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of if any Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall constitute a waiver or release of any claim of any party against a Defaulting Purchaser arising from that Purchaser having become Financial Institution becomes a Defaulting Purchaser, including then the following provisions shall apply for so long as such Financial Institution is a Defaulting Purchaser: (a) No “Unused Fees” (as defined in the Fee Letter) shall be accrued for such Financial Institutions for any claim of any other Purchaser as day that such Financial Institution is a result of such other Defaulting Purchaser’s increased exposure following such reallocation.; (b) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaser[RESERVED]. (c) The Seller shall not be required to pay such In the event that the Agent determines that a Defaulting Purchaser any fees payable has adequately remedied all matters that caused such Financial Institution to be a Defaulting Purchaser, then the Group Purchase Limit and the Percentages of such Financial Institution’s Purchaser Group shall be readjusted to reflect the inclusion of such Financial Institution’s Commitment and on such date such Financial Institution shall purchase at par such of the aggregate outstanding Capital of the other Purchasers as the Agent and the Managing Agents shall determine may be necessary in order for such Financial Institution to hold such outstanding Capital in accordance with its Capital Pro Rata Share; provided, however, that no adjustments will be made retroactively with respect to the amount fees accrued or payments made by or on behalf of the undrawn Letters of Credit that is so cash collateralized by the Seller.Seller while such Financial Institution was a Defaulting Purchaser; and (d) No If a Purchaser becomes a Defaulting Purchaser, then, so long as such Purchaser remains a Defaulting Purchaser in accordance with the proviso to the definition of “Defaulting Purchaser” set forth herein, notwithstanding any other provisions of this Agreement, any amount payable paid by the Seller for the account of a such Defaulting Purchaser under this Agreement (whether on account of Capital, DiscountYield, fees, indemnity payments or other amounts) shall will not be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent)Purchaser, but instead shall be deposited to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralizedwill, and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees instead be retained by the Seller and distributed from time to time by the Seller at the direction of the Agent (or, if the entity that is the Agent is a Defaulting Purchaser, any Managing Agent), as defined follows in the RPA Fee Letter) shall cease to accrue on following order of priority (and the Commitment of such Defaulting Purchaser. (e) No Defaulting Purchaser shall have no claims against the Seller, the Agent, any right Managing Agent or any other Purchaser for making such redirected payments): first to approve the payment of any amounts, if any, due and owing by such Defaulting Purchaser to the Agent under this Agreement, together with interest thereon owing at the Prime Rate; second to the payment of Yield and CP Costs due and payable to the Non-Defaulting Purchasers, ratably among them in accordance with the amounts of such Yield and CP Costs then due and payable to them; third to the payment of fees then due and payable to the Non-Defaulting Purchasers, ratably among them in accordance with the amounts of such fees then due and payable to them; fourth, if as of any Settlement Date the Capital of any Purchasers in any Purchaser Group that does not include any Defaulting Purchasers exceeds such Purchaser Group’s Pro Rata Share (as determined without giving effect to any adjustments pursuant to this Section 12.7) of the Aggregate Capital, to repay the Capital of each such other Purchaser Groups in the amount necessary to eliminate such excess, pro rata based on the Capital of the other Purchaser Groups; fifth, to make any other mandatory reductions of Capital required under Section 2.6, pro rata to the Non-Defaulting Purchasers based on the Capital of such Non-Defaulting Purchasers; sixth to the ratable payment of other Obligations then due and payable to the Non-Defaulting Purchasers; and seventh to pay any Obligations or disapprove any amendment, waiver or consent other amounts owing under this Agreement (to such Defaulting Purchaser in the order of priority set forth in Section 2.4 hereof or as a court of competent jurisdiction may otherwise direct. Any funds paid by the Seller pursuant to clauses second through sixth above at the direction of the Agent or a Managing Agent shall not be deemed to be payment by the Seller for purposes of determining whether an Amortization Event has occurred and shall not discharge any amendmentobligations of the Seller to make such payment. To the extent that any Non-Defaulting Purchasers have been paid by the Seller pursuant to clauses second through sixth above at the direction of the Agent or a Managing Agent, waiver or consent which by its terms requires the consent Defaulting Purchaser shall, from and after payment in full of all Purchasers or each affected Purchaser may Yield, CP Costs, Capital and other amounts owed to the Non-Defaulting Purchasers, be effected with subrogated to the consent rights of the applicable Non-Defaulting Purchasers other than Defaulting Purchasers), except that (x) to the Commitment extent of any such payments from the Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting PurchaserAccount above.

Defaulting Purchasers. Notwithstanding any provision of this Agreement to the contrary, if any Purchaser becomes a Defaulting Purchaser, then the following provisions shall apply for so long as such Purchaser is a Defaulting Purchaser: (a) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters Commitment Fees (as defined in the Fee Letter) shall cease to accrue on the unfunded portion of Credit outstanding, then all or any part the Commitment of such Defaulting Purchaser’s participation . (b) The Commitment of such Defaulting Purchaser shall not be included in determining whether the Majority Purchasers have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 14.01); provided, that, except as otherwise provided in Section 14.01, this clause (b) shall not apply to the vote of a Defaulting Purchaser in the case of an amendment, waiver or other modification requiring the consent of such Letters Purchaser or each Purchaser directly affected thereby (if such Purchaser is directly affected thereby). (c) In the event that the Administrative Agent, the Issuer and the Servicer each agrees in writing that a Defaulting Purchaser has adequately remedied all matters that caused such Purchaser to be a Defaulting Purchaser, then on such date such Purchaser shall purchase at par such of Credit the Commitments of the other Purchasers as the Administrative Agent shall determine may be reallocated among the LC Participants that are not Defaulting Purchasers necessary in order for such Purchaser to hold such Commitments in accordance with their respective its Pro Rata Shares (calculated without regard Percentage; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Issuer while such Purchaser was a Defaulting Purchaser’s Commitment), but only and provided, further, that except to the extent that (x) otherwise agreed by the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (andaffected parties, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any no change hereunder from Defaulting Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall Purchaser that is not a Defaulting Purchaser will constitute a waiver or release of any claim of any party against a Defaulting Purchaser hereunder arising from that Purchaser having become been a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure following such reallocation. (b) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaser. (c) The Seller shall not be required to pay such Defaulting Purchaser any fees payable with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the Seller. (d) No amount payable by the Seller for the account of a Defaulting Purchaser (whether on account of Capital, Discount, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on the Commitment of such Defaulting Purchaser. (e) No Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaser.

Defaulting Purchasers. Notwithstanding any provision of this Agreement to the contrary, if any Purchaser becomes a Defaulting Purchaser, then the following provisions shall apply for so long as such Purchaser is a Defaulting Purchaser: (a) If Unused Fees (as defined in the Fee Letter) shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Purchaser. (b) The Commitment and Capital of such Defaulting Purchaser shall not be included in determining whether the Majority Group Agents have taken or may take any LC Participant becomes action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 14.01); provided, that, except as otherwise provided in Section 14.01, this clause (b) shall not apply to the vote of a Defaulting Purchaser in the case of an amendment, waiver or other modification requiring the consent of such Purchaser or each Purchaser directly affected thereby (if such Purchaser is directly affected thereby). (c) In the event that the Administrative Agent and the Seller each agrees in writing that a Defaulting Purchaser has adequately remedied all matters that caused such Purchaser to be a Defaulting Purchaser, then on such date such Purchaser shall purchase at par a portion of the Capital of the other Purchasers as the Administrative Agent shall determine may be necessary in order for such Purchaser to hold Capital in accordance with its Percentage; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Seller while such Purchaser was a Defaulting Purchaser, and provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunder from Defaulting Purchaser to Purchaser that is not a Defaulting Purchaser will constitute a waiver or release of any claim of any party hereunder arising from that Purchaser having been a Defaulting Purchaser. (d) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Purchaser (whether voluntary or mandatory, at maturity or otherwise) or received by the Administrative Agent from a Defaulting Purchaser pursuant to Section 14.16 shall be applied at such time when there are undrawn or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Purchaser to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Purchaser to the LC Bank hereunder; third, to cash collateralize the LC Bank’s fronting exposure with respect to such Defaulting Purchaser; fourth, as the Seller may request, to the funding of any Investment in respect of which such Defaulting Purchaser has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Seller, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Purchaser’s potential future funding obligations with respect to Investments under this Agreement and (y) cash collateralize the ▇▇ ▇▇▇▇▇’ future fronting exposure with respect to such Defaulting Purchaser with respect to future Letters of Credit outstandingissued under this Agreement; sixth, then all to the payment of any amounts owing to the Purchasers or the LC Bank as a result of any judgment of a court of competent jurisdiction obtained by any Purchaser or the LC Bank against such Defaulting Purchaser as a result of such Defaulting Purchaser’s breach of its obligations under this Agreement; seventh, to the payment of any amounts owing to the Seller as a result of any judgment of a court of competent jurisdiction obtained by the Seller against such Defaulting Purchaser as a result of such Defaulting Purchaser's breach of its obligations under this Agreement; and eighth, to such Defaulting Purchaser or as otherwise directed by a court of competent jurisdiction. (e) All or any part of such Defaulting Purchaser’s participation in such Letters of Credit shall be reallocated among the LC Participants that are not non-Defaulting Purchasers in accordance with their respective Pro Rata Shares Percentages (calculated without regard to such Defaulting Purchaser’s Commitment), ) but only to the extent that (x) the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (and, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any Purchaser outstanding Investments to exceed such non-Defaulting Purchaser’s Commitment. No such reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Purchaser arising from that Purchaser having become a Defaulting Purchaser, including any claim of any other a non-Defaulting Purchaser as a result of such other non-Defaulting Purchaser’s increased exposure following such reallocation. (b) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaser. (c) The Seller shall not be required to pay such Defaulting Purchaser any fees payable with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the Seller. (d) No amount payable by the Seller for the account of a Defaulting Purchaser (whether on account of Capital, Discount, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on the Commitment of such Defaulting Purchaser. (e) No Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaser.

Defaulting Purchasers. (a) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding, then all or any part of such Defaulting Purchaser’s participation in such Letters of Credit shall be reallocated among the LC Participants that are not Defaulting Purchasers in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Purchaser’s Commitment), but only to the extent that (x) the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (and, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall constitute a waiver or release of any claim of any party against a Defaulting Purchaser arising from that Purchaser having become a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure following such reallocation. (b) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaser. (c) The Seller shall not be required to pay such Defaulting Purchaser any fees payable with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the Seller. (d) No amount payable by the Seller for the account of a Defaulting Purchaser (whether on account of Capital, Discount, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter of this Agreement to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, then the following provisions shall apply for so long as such Related Committed Purchaser is a Defaulting Purchaser, : (a) Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on the unfunded portion of the Commitment of such Defaulting PurchaserPurchaser and each other Purchaser in the same Group. (eb) No The Commitment and Capital of such Defaulting Purchaser and each other Purchaser in the same Group shall not be included in determining whether the Majority Group Agents have taken or may take any right action hereunder (including any consent to approve or disapprove any amendment, waiver or consent under other modification pursuant to Section 14.01); provided, that, except as otherwise provided in Section 14.01, this Agreement clause (and any b) shall not apply to the vote of a Defaulting Purchaser (or other Purchaser in the same Group) in the case of an amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without modification requiring the consent of such Purchaser or each Purchaser directly affected thereby (if such Purchaser is directly affected thereby). (c) In the event that one or more Committed Purchasers fails to fund any portion of its Investments (or the Capital thereof) by 8:00 a.m. (New York City time) on the Business Day following the date of the Investment specified in the related Investment Request, the Administrative Agent shall notify each of the other Committed Purchasers not later than 11:00 a.m. (New York City time) on such Business Day, and each of the other Committed Purchasers (or the Related Conduit Purchasers on their behalf) shall, upon satisfaction of the applicable conditions set forth in Article VI and pursuant to the other conditions set forth in this Article II, make available to the Seller a supplemental Investment in an amount equal to the lesser of (a) the aggregate Capital of the related Investment Request that was unfunded multiplied by such Committed Purchaser’s Percentage (which for purposes of this clause will not include the aggregate Commitment of the Committed Purchaser failing to make the Investment on such prior Business Day) and (yb) any waiverthe excess of (i) such Committed Purchaser’s Commitment over (ii) the product of such Committed Purchaser’s related Percentage multiplied by all outstanding (d) In the event that the Administrative Agent, amendment the Seller and the Servicer each agrees in writing that a Defaulting Purchaser has adequately remedied all matters that caused such Purchaser to be a Defaulting Purchaser, then on such date such Purchaser shall purchase at par such of the Capital of the other Purchasers as the Administrative Agent shall determine may be necessary in order for such Purchaser to hold such Capital in accordance with its Percentage; provided, that no adjustments shall be made retroactively with respect to fees accrued or modification requiring payments made by or on behalf of the consent of all Purchasers or each Seller while such Purchaser was a Defaulting Purchaser, and provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunder from Defaulting Purchaser to Purchaser that by its terms affects any is not a Defaulting Purchaser more adversely than other affected Purchasers shall require the consent will constitute a waiver or release of such Defaulting Purchaser.any

Defaulting Purchasers. (a) If Notwithstanding anything contained in this Agreement, if any LC Participant Purchaser becomes a Defaulting Purchaser at (defined below), then, to the extent permitted by applicable Law, (i) during any time when there are undrawn Letters of Credit outstandingDefault Period (defined below) with respect to such Defaulting Purchaser, then all or any part of such Defaulting Purchaser’s participation in such Letters of Credit shall be reallocated among the LC Participants that are not Defaulting Purchasers in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Purchaser’s Commitment), but only to the extent that (x) the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (and, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall constitute a waiver or release of any claim of any party against a Defaulting Purchaser arising from that Purchaser having become a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure following such reallocation. (b) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaser. (c) The Seller shall not be required to pay such Defaulting Purchaser any fees payable with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the Seller. (d) No amount payable by the Seller for the account of a Defaulting Purchaser (whether on account of Capital, Discount, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on the Commitment of such Defaulting Purchaser. (e) No Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent under with respect to this Agreement shall be restricted as set forth in Section 10.01; (and ii) until such time as the Default Excess (defined below) with respect to such Defaulting Purchaser shall have been reduced to zero, any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent payment of the applicable Purchasers’ Investment shall, if the Transferor so directs at the time of making such payment, be applied to the payment of other Purchasers other than Defaulting Purchasers), except that (x) as if the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent amount of such Defaulting Purchaser’s Percentage of Purchasers’ Investment outstanding was zero; (iii) until such time as all Defaulted Payments (defined below) with respect to such Defaulting Purchaser shall have been paid, the Administrative Agent may (in its discretion) apply any amounts thereafter received by the Administrative Agent for the account of such Defaulting Purchaser to satisfy such Defaulting Purchaser’s obligations to make such Defaulted Payments until such Defaulted Payments have been fully paid; (iv) any Defaulting Purchaser shall be replaced when such Defaulting Purchaser, in its capacity as a Defaulting Lender under the Mattel Credit Agreement, is replaced under Section 10.13 of the Mattel Credit Agreement; and (v) no assignments otherwise permitted by Section 10.05 shall be made to a Defaulting Purchaser or any of its Subsidiaries or Affiliates that are Distressed Persons (as defined below). (b) As used in this Agreement:

Defaulting Purchasers. Notwithstanding any provision of this Agreement to the contrary, if any Purchaser becomes a Defaulting Purchaser, then the following provisions shall apply for so long as such Purchaser is a Defaulting Purchaser: (a) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters Commitment Fees (as defined in the Fee Letter) shall cease to accrue on the unfunded portion of Credit outstanding, then all or any part the Commitment of such Defaulting Purchaser’s participation . (b) The Commitment and Capital of such Defaulting Purchaser shall not be included in determining whether the Majority Purchasers have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 14.01); provided, that, except as otherwise provided in Section 14.01, this clause (b) shall not apply to the vote of a Defaulting Purchaser in the case of an amendment, waiver or other modification requiring the consent of such Letters Purchaser or each Purchaser directly affected thereby (if such Purchaser is directly affected thereby). (c) In the event that the Administrative Agent, the Seller and the Servicer each agrees in writing that a Defaulting Purchaser has adequately remedied all matters that caused such Purchaser to be a Defaulting Purchaser, then on such date such Purchaser shall purchase at par such of Credit the Capital of the other Purchasers as the Administrative Agent shall determine may be reallocated among the LC Participants that are not Defaulting Purchasers necessary in order for such Purchaser to hold such Capital ratably in accordance with their respective Pro Rata Shares (calculated without regard the Commitment of such Purchaser; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Seller while such Purchaser was a Defaulting Purchaser’s Commitment), but only and provided, further, that except to the extent that (x) otherwise agreed by the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (andaffected parties, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any no change hereunder from Defaulting Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall Purchaser that is not a Defaulting Purchaser will constitute a waiver or release of any claim of any party against a Defaulting Purchaser hereunder arising from that Purchaser having become been a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure following such reallocation. (b) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaser. (c) The Seller shall not be required to pay such Defaulting Purchaser any fees payable with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the Seller. (d) No amount payable by the Seller for the account of a Defaulting Purchaser (whether on account of Capital, Discount, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on the Commitment of such Defaulting Purchaser. (e) No Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaser.

Defaulting Purchasers. Notwithstanding anything to the contrary contained in this Agreement, if any Purchaser becomes a Defaulting Purchaser, then, until such time as that Purchaser is no longer a Defaulting Purchaser, to the extent permitted by applicable Law: (a) If Such Defaulting Purchaser’s right to approve or disapprove any LC Participant becomes amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 13.01(b). (b) Any payment of Capital, Yield, Fees or other amounts received by the Administrative Agent for the account of such Defaulting Purchaser (whether voluntary or mandatory, at maturity or otherwise) or received by the Administrative Agent from a Defaulting Purchaser pursuant to Section 13.16 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any time when there are undrawn Letters amounts owing by such Defaulting Purchaser to the Administrative Agent hereunder; second, as Seller may request (so long as no Amortization Event or Potential Amortization Event exists), to the funding of Credit outstandingany Investment in respect of which such Defaulting Purchaser has failed to fund its portion thereof as required by this Agreement, then all as determined by the Administrative Agent; third, so long as no Amortization Event or Potential Amortization Event exists, if so determined by the Administrative Agent and Seller, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Purchaser’s potential future funding obligations with respect to Investments under this Agreement; fourth, to the payment of any part amounts owing to the Administrative Agent or the other Purchasers as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent or such other Purchaser against such Defaulting Purchaser as a result of such Defaulting Purchaser’s participation breach of its obligations under this Agreement; fifth, so long as no Amortization Event or Potential Amortization Event exists, to the payment of any amounts owing to Seller as a result of any judgment of a court of competent jurisdiction obtained by Seller against such Defaulting Purchaser as a result of such Defaulting Purchaser’s breach of its obligations under this Agreement; and sixth, to such Defaulting Purchaser or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the Capital amount of any Investment in respect of which such Letters of Credit Defaulting Purchaser has not fully funded its appropriate share, and (y) such Investment was made at a time when the conditions set forth in Section 6.02 were satisfied or waived, such payment shall be reallocated among applied solely to pay the LC Participants Investments of all Purchasers that are not Defaulting Purchasers on a pro rata basis prior to being applied to the payment of any Investments of such Defaulting Purchaser until such time as all Investments are funded and held by the Purchasers pro rata in accordance with the Commitments hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Purchaser that are applied (or held) to pay amounts owed by a Defaulting Purchaser pursuant to this Section 2.05(b) shall be deemed paid to and redirected by such Defaulting Purchaser, and each Purchaser irrevocably consents hereto. (c) No Defaulting Purchaser shall be entitled to receive any Unused Fee (as defined in the Fee Letter) for any period during which that Purchaser is a Defaulting Purchaser (and Seller shall not be required to pay any such Unused Fee that otherwise would have been required to have been paid to that Defaulting Purchaser). (d) If Seller and the Administrative Agent agree in writing that a Purchaser is no longer a Defaulting Purchaser, the Administrative Agent will so notify the other parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Purchaser will, to the extent applicable, purchase at par that portion of outstanding Investments of the other Purchasers or take such other actions as the Administrative Agent may determine to be necessary to cause the Investments to be funded on a pro rata basis by the Purchasers in accordance with their respective Pro Rata Shares (calculated without regard Percentages, whereupon such Purchaser will cease to such be a Defaulting Purchaser’s Commitment); provided that no adjustments will be made retroactively with respect to Fees accrued or payments made by or on behalf of Seller while that Purchaser was a Defaulting Purchaser; and provided, but only further, that except to the extent that (x) otherwise expressly agreed by the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (andaffected parties, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any no change hereunder from Defaulting Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall Purchaser will constitute a waiver or release of any claim of any party against a Defaulting Purchaser hereunder arising from that Purchaser having become a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure following such reallocation. (b) If any LC Participant becomes having been a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaser. (c) The Seller shall not be required to pay such Defaulting Purchaser any fees payable with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the Seller. (d) No amount payable by the Seller for the account of a Defaulting Purchaser (whether on account of Capital, Discount, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on the Commitment of such Defaulting Purchaser. (e) No At any time there is more than one Purchaser, Seller shall be permitted to replace any Purchaser that becomes a Defaulting Purchaser; provided that Seller shall be permitted to replace any Purchaser which is the Administrative Agent or an Affiliate thereof only if, in either case, the Administrative Agent is also replaced contemporaneously, pursuant to documents reasonably satisfactory to the Administrative Agent and the Administrative Agent has received payment of an amount equal to all amounts payable to the Administrative Agent hereunder and under each other Transaction Document; provided, further that (i) such replaced Purchaser shall have any right received payment of an amount equal to approve the Aggregate Unpaids payable to it hereunder and under the other Transaction Documents from the assignee or disapprove any amendmentSeller, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (xii) the Commitment replacement Purchaser shall be reasonably satisfactory to the Administrative Agent and (iii) any such replacement shall not be deemed to be a waiver of any Defaulting Purchaser may not be increased rights that Seller, the Administrative Agent or extended without any other Purchaser(s) shall have against the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaser.replaced Purchaser.t

Defaulting Purchasers. (a) If any LC Participant Committed Purchaser becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding, then all or any part of such Defaulting Purchaser’s participation in such Letters of Credit the Servicer shall be reallocated among the LC Participants that are not Defaulting Purchasers in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Purchaser’s Commitment), but only to the extent that (x) the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (and, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall constitute a waiver or release of any claim of any party against a Defaulting Purchaser arising from that Purchaser having become a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure on each day following such reallocation. (b) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, occurrence apply Collections to cash collateralize for the benefit of the LC Bank a Banks the portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation ratable share of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the such undrawn stated amount Stated Amount of outstanding Letters of Credit by depositing such amount all Collections available pursuant to Section 2.08 into the LC Collateral Account, and (ii) maintain funds in the LC Cash Collateral Account until the amount therein is equal to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation ratable share of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount Stated Amount of outstanding Letters of Credit (including increased amounts due to newly-issued Letters of Credit and reductions due to terminations of Letters of Credit). The Administrator Administrative Agent shall (1) apply funds deposited into the LC Cash Collateral Account pursuant to this Section 2.12(a) to satisfy a Defaulting Purchaser’s obligation to fund its it portion of a Reimbursement Purchase requested pursuant to Section 2.11(a) or deemed requested by (b) hereof and (2) transfer funds in the LC Cash Collateral Account in excess of the Required LC Cash Collateral Amount to the Seller and to fund any Participation Advance as provided in Section 2.08(e) hereof. For the avoidance of doubt, the amount required to be made by such Defaulting Purchaserdeposited and maintained in the LC Cash Collateral Account pursuant to this Section 2.12(a) is only one component of the Required LC Cash Collateral Amount, and other amounts may be required to be deposited and maintained in the LC Cash Collateral Account pursuant to Section 2.08 or 2.09. (cb) The Seller shall not be required to pay such any Defaulting Purchaser any fees payable the portion of the Used Fee or Unused Fee pursuant to its related Fee Letter with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the Sellerpursuant to Section 2.12(a). (dc) No Except for the portion of any fees not otherwise payable to such Defaulting Purchaser pursuant to Section 2.12(b), no amount payable by the Seller for the account of a Defaulting Purchaser under this Agreement (whether on account of CapitalNet Investment, DiscountYield, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Facility Agent), but instead shall be deposited to the LC Cash Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share ratable share of the stated amount Stated Amount of the undrawn Letters of Credit that is not cash collateralizedcollateralized in accordance with Section 2.12(a), and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on the Commitment of such Defaulting Purchaser. (e) No Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaser.

Defaulting Purchasers. (a) If any LC Participant Committed Purchaser becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding, then all or any part of such Defaulting Purchaser’s participation in such Letters of Credit the Servicer shall be reallocated among the LC Participants that are not Defaulting Purchasers in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Purchaser’s Commitment), but only to the extent that (x) the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (and, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall constitute a waiver or release of any claim of any party against a Defaulting Purchaser arising from that Purchaser having become a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure on each day following such reallocation. (b) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, occurrence apply Collections to cash collateralize for the benefit of the LC Bank a ▇▇ ▇▇▇▇▇ the portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation ratable share of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the such undrawn stated amount Stated Amount of outstanding Letters of Credit by depositing such amount all Collections available pursuant to Section 2.08 into the LC Collateral Account, and (ii) maintain funds in the LC ▇▇ ▇▇▇▇ Collateral Account until the amount therein is equal to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation ratable share of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount Stated Amount of outstanding Letters of Credit (including increased amounts due to newly-issued Letters of Credit and reductions due to terminations of Letters of Credit). The Administrator Administrative Agent shall (1) apply funds deposited into the LC ▇▇ ▇▇▇▇ Collateral Account pursuant to this Section 2.12(a) to satisfy a Defaulting Purchaser’s obligation to fund its it portion of a Reimbursement Purchase requested pursuant to Section 2.11(a) or deemed requested by (b) hereof and (2) transfer funds in the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaser.LC (cb) The Seller shall not be required to pay such any Defaulting Purchaser any fees payable the portion of the Used Fee or Unused Fee pursuant to the Fee Letter with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the Sellerpursuant to Section 2.12(a). (dc) No Except for the portion of any fees not otherwise payable to such Defaulting Purchaser pursuant to Section 2.12(b), no amount payable by the Seller for the account of a Defaulting Purchaser under this Agreement (whether on account of CapitalNet Investment, DiscountYield, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Facility Agent), but instead shall be deposited to the LC ▇▇ ▇▇▇▇ Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share ratable share of the stated amount Stated Amount of the undrawn Letters of Credit that is not cash collateralizedcollateralized in accordance with Section 2.12(a), and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on the Commitment of such Defaulting Purchaser. (e) No Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaser.

Defaulting Purchasers. (a) If any LC Participant Committed Purchaser becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding, then all or any part of such Defaulting Purchaser’s participation in such Letters of Credit shall be reallocated among the LC Participants that are not Defaulting Purchasers in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Purchaser’s Commitment), but only to the extent that (x) the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (and, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall constitute a waiver or release of any claim of any party against a Defaulting Purchaser arising from that Purchaser having become a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure following such reallocation. (b) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two three (23) Business Days following notice by the any LC Bank, cash collateralize for the benefit of the LC Bank ▇▇ ▇▇▇▇▇ a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation ratable share of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the such undrawn stated amount Stated Amount of outstanding Letters of Credit by depositing such amount into the LC ▇▇ ▇▇▇▇ Collateral Account, and (ii) maintain funds in the LC ▇▇ ▇▇▇▇ Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation ratable share of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount Stated Amount of outstanding Letters of Credit (including increased amounts due to newly-issued Letters of Credit and reductions due to terminations of Letters of Credit). The Administrator Administrative Agent shall (1) apply funds deposited into the LC ▇▇ ▇▇▇▇ Collateral Account pursuant to this Section 2.12(a) to satisfy a Defaulting Purchaser’s obligation to fund its it portion of a Reimbursement Purchase requested pursuant to Section 2.11(a) or deemed requested by Participation Advance pursuant to Section 2.11(b) hereof and (2) transfer funds in the ▇▇ ▇▇▇▇ Collateral Account in excess of the Required ▇▇ ▇▇▇▇ Collateral Amount to the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaseras provided in Section 2.08(e) hereof. (cb) The If the Seller has satisfied its obligations under Section 2.12(a), the Seller shall not be required to pay such Defaulting Purchaser any fees payable the portion of the Used Fee or Unused Fee pursuant to the Fee Letter with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the Seller. (dc) No Except for the portion of any fees not otherwise payable to such Defaulting Purchaser pursuant to Section 2.12(b), no amount payable by the Seller for the account of a Defaulting Purchaser under this Agreement (whether on account of CapitalNet Investment, DiscountYield, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Facility Agent), but instead shall be deposited to the LC ▇▇ ▇▇▇▇ Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share ratable share of the stated amount Stated Amount of the undrawn Letters of Credit that is not cash collateralizedcollateralized in accordance with Section 2.12(a), and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on the Commitment of such Defaulting Purchaser. (e) No Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaser.

Defaulting Purchasers. Anything contained herein to the contrary notwithstanding, in the event that any Purchaser, other than at the direction or request of any regulatory agency or authority, defaults (a “Defaulting Purchaser”) in its obligation to fund (a “Funding Default”) any Note (a “Defaulted Note”), then (a) If during any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding, then all or any part of such Defaulting Purchaser’s participation in such Letters of Credit shall be reallocated among the LC Participants that are not Defaulting Purchasers in accordance Default Period with their respective Pro Rata Shares (calculated without regard respect to such Defaulting Purchaser’s Commitment), but only such Defaulting Purchaser shall be deemed not to be a “Purchaser” or “Holder” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Credit Documents and shall not be entitled to receive or retain any Commitment Fee that is payable to or for the account of such Purchaser; (b) to the extent that permitted by applicable law, until such time as the Default Excess with respect to such Defaulting Purchaser shall have been reduced to zero, (xi) any voluntary prepayment of the conditions precedent to issuance of Letters of Credit are satisfied Notes shall, if Note Agent so directs at the time of making such reallocation (andvoluntary prepayment, unless be applied to the Seller shall have otherwise notified the Administrator at Notes of other Holders as if such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall constitute a waiver or release of any claim of any party against a Defaulting Purchaser arising from that Purchaser having become a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure following such reallocation. (b) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit held no outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral AccountNotes, and (ii) maintain funds in any mandatory prepayment of the LC Collateral Account Notes shall, if Note Agent so directs at the time of making such mandatory prepayment, be applied to cash collateralize the Notes of other Holders (but not to the Notes of such Defaulting Purchaser) as if such Defaulting Purchaser had funded all Defaulted Notes of such Defaulting Purchaser, it being understood and agreed that any portion of any mandatory prepayment of the Notes that is not paid to such Defaulting Purchaser solely as a result of the operation of the provisions of this clause (b) shall be applied to the Notes of other Holders (but not to the Notes of such Defaulting Purchaser) based on each such Holder’s Pro Rata Share (determined after giving effect to thereof. No Commitment of any reallocation Purchaser shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.20, performance by Co-Issuers of its participation in Letters of obligations hereunder and the other Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaser. (c) The Seller Documents shall not be required excused or otherwise modified as a result of any Funding Default or the operation of this Section 2.20. The rights and remedies against a Defaulting Purchaser under this Section 2.20 are in addition to pay other rights and remedies which Co-Issuers may have against such Defaulting Purchaser any fees payable with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the Seller. (d) No amount payable by the Seller for the account of a Defaulting any Funding Default and which Note Agent or any Purchaser (whether on account of Capital, Discount, indemnity payments or other amounts) shall be paid or distributed to may have against such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited with respect to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on the Commitment of such Defaulting PurchaserFunding Default. (e) No Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaser.

Defaulting Purchasers. Notwithstanding anything to the contrary contained in this Agreement, if any Purchaser becomes a Defaulting Purchaser, then, until such time as that Purchaser is no longer a Defaulting Purchaser, to the extent permitted by Applicable Law: (a) If Such Defaulting Purchaser’s right to approve or disapprove any LC Participant becomes amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 13.01(b). (b) Any payment of Capital, Yield, Fees or other amounts received by the Administrative Agent for the account of such Defaulting Purchaser (whether voluntary or mandatory, at maturity or otherwise) or received by the Administrative Agent from a Defaulting Purchaser pursuant to Section 13.16 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any time when there are undrawn Letters amounts owing by such Defaulting Purchaser to the Administrative Agent hereunder; second, as Seller may request (so long as no Amortization Event or Potential Amortization Event exists), to the funding of Credit outstandingany Investment in respect of which such Defaulting Purchaser has failed to fund its portion thereof as required by this Agreement, then all as determined by the Administrative Agent; third, so long as no Amortization Event or Potential Amortization Event exists, if so determined by the Administrative Agent and Seller, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Purchaser’s potential future funding obligations with respect to Investments under this Agreement; fourth, to the payment of any part amounts owing to the Administrative Agent or the other Purchasers as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent or such other Purchaser against such Defaulting Purchaser as a result of such Defaulting Purchaser’s participation breach of its obligations under this Agreement; fifth, so long as no Amortization Event or Potential Amortization Event exists, to the payment of any amounts owing to Seller as a result of any judgment of a court of competent jurisdiction obtained by Seller against such Defaulting Purchaser as a result of such Defaulting Purchaser’s breach of its obligations under this Agreement; and sixth, to such Defaulting Purchaser or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the Capital amount of any Investment in respect of which such Letters of Credit Defaulting Purchaser has not fully funded its appropriate share, and (y) such Investment was made at a time when the conditions set forth in Section 6.02 were satisfied or waived, such payment shall be reallocated among applied solely to pay the LC Participants Investments of all Purchasers that are not Defaulting Purchasers on a pro rata basis prior to being applied to the payment of any Investments of such Defaulting Purchaser until such time as all Investments are funded and held by the Purchasers pro rata in accordance with the Commitments hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Purchaser that are applied (or held) to pay amounts owed by a Defaulting Purchaser pursuant to this Section 2.05(b) shall be deemed paid to and redirected by such Defaulting Purchaser, and each Purchaser irrevocably consents hereto. (c) No Defaulting Purchaser shall be entitled to receive any Unused Fee for any period during which that Purchaser is a Defaulting Purchaser (and Seller shall not be required to pay any such Unused Fee that otherwise would have been required to have been paid to that Defaulting Purchaser). (d) If Seller and the Administrative Agent agree in writing that a Purchaser is no longer a Defaulting Purchaser, the Administrative Agent will so notify the other parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Purchaser will, to the extent applicable, purchase at par that portion of outstanding Investments of the other Purchasers or take such other actions as the Administrative Agent may determine to be necessary to cause the Investments to be funded on a pro rata basis by the Purchasers in accordance with their respective Pro Rata Shares (calculated without regard Percentages, whereupon such Purchaser will cease to such be a Defaulting Purchaser’s Commitment); provided that no adjustments will be made retroactively with respect to Fees accrued or payments made by or on behalf of Seller while that Purchaser was a Defaulting Purchaser; and provided, but only further, that except to the extent that (x) otherwise expressly agreed by the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (andaffected parties, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any no change hereunder from Defaulting Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall Purchaser will constitute a waiver or release of any claim of any party against a Defaulting Purchaser hereunder arising from that Purchaser having become a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure following such reallocation. (b) If any LC Participant becomes having been a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaser. (c) The Seller shall not be required to pay such Defaulting Purchaser any fees payable with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the Seller. (d) No amount payable by the Seller for the account of a Defaulting Purchaser (whether on account of Capital, Discount, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on the Commitment of such Defaulting Purchaser. (e) No At any time there is more than one Purchaser, Seller shall be permitted to replace any Purchaser that becomes a Defaulting Purchaser; provided that Seller shall be permitted to replace any Purchaser which is the Administrative Agent or an Affiliate thereof only if, in either case, the Administrative Agent is also replaced contemporaneously, pursuant to documents reasonably satisfactory to the Administrative Agent and the Administrative Agent has received payment of an amount equal to all amounts payable to the Administrative Agent hereunder and under each other Transaction Document; provided, further that (i) such replaced Purchaser shall have any right received payment of an amount equal to approve the Aggregate Unpaids payable to it hereunder and under the other Transaction Documents from the assignee or disapprove any amendmentSeller, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (xii) the Commitment replacement Purchaser shall be reasonably satisfactory to the Administrative Agent (except in instances in which the replaced Purchaser is serving as the Administrative Agent, in which case the replacement Purchaser shall be reasonably satisfactory to Seller) and (iii) any such replacement shall not be deemed to be a waiver of any Defaulting Purchaser may not be increased rights that Seller, the Administrative Agent or extended without any other Purchaser(s) shall have against the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting replaced Purchaser.

Defaulting Purchasers. (a) If any LC Participant becomes Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, the Agent shall not be obligated to transfer to a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding, then all payments made by the Seller for such Defaulting Purchaser’s benefit or any part proceeds of Collateral that would otherwise be remitted hereunder for the account of such Defaulting Purchaser’s participation , and, in the absence of such Letters transfer for the account of Credit the Defaulting Purchaser, the Agent shall transfer any such payments (A) first, to the payment of any amounts owing by such Defaulting Purchaser to the Agent hereunder; (B) second, to repay the Agent any amounts funded in respect of such Defaulting Purchaser, together with any accrued and unpaid CP Costs or Yield thereon; (C) third, as the Seller may request (so long as no Amortization Event or Potential Amortization Event shall have occurred and be reallocated among continuing), to the LC Participants that are not funding of any Incremental Purchase in respect of which such Defaulting Purchasers Purchaser has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; (D) fourth, if so determined by the Agent and the Seller (so long as no Amortization Event or Potential Amortization Event shall have occurred and be continuing), to be held in accordance with their respective Pro Rata Shares (calculated without regard a separately established deposit account subject to the control of the Agent, and released from time to time in order to satisfy such Defaulting Purchaser’s Commitment)potential future funding obligations with respect to Incremental Purchases under this Agreement; (E) fifth, but only so long as no Amortization Event or Potential Amortization Event shall have occurred and be continuing, to the extent that (x) the conditions precedent payment of any amounts owing to issuance of Letters of Credit are satisfied at the time of such reallocation (and, unless the Seller shall have otherwise notified the Administrator at such time, as a result of any judgment of a court of competent jurisdiction obtained by the Seller shall be deemed to have represented and warranted that against such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall constitute a waiver or release of any claim of any party against a Defaulting Purchaser arising from that Purchaser having become a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Defaulting Purchaser’s increased exposure following breach of its obligations under this Agreement; and (F) sixth, to such reallocation. (b) If any LC Participant becomes a Defaulting Purchaser at or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Capital outstanding in respect of any such Incremental Purchases, such payment shall be applied solely to pay the outstanding Capital of all Non-Defaulting Purchasers, on a pro rata basis, prior to being applied to the payment of any outstanding Capital of such Defaulting Purchaser until such time when there are undrawn Letters as all outstanding Capital is held by the Purchasers pro rata in accordance with the applicable Commitments. Solely for the purposes of Credit outstanding voting or consenting to matters with respect to the Transaction Documents (including the calculation of Pro Rata Share in connection therewith) and for the reallocation described in purpose of calculating the fee (other than the Used Fee) payable under clause (i) of Section 5.16(a2.1, such Defaulting Purchaser shall be deemed not to be a “Purchaser” and such Purchaser’s Commitment shall be deemed to be zero; provided, that the foregoing shall not apply to any of the matters governed by clauses (A) above cannotor (B) of Section 13.1(b)(i). The provisions of this Section 12.4 shall remain effective with respect to such Defaulting Purchaser until the earlier of (y) the date on which all of the Non-Defaulting Purchasers, or can only partially, be effected, then the Agent and the Seller shall (i) within two (2) Business Days following notice by have waived, in writing, the LC Bank, cash collateralize for the benefit application of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal this Section 12.4 to such Defaulting Purchaser’s Pro Rata Share , or (determined after giving effect z) the date on which such Defaulting Purchaser makes payment of all amounts that it was obligated to any reallocation fund hereunder, pays to the Agent all amounts owing by such Defaulting Purchaser in respect of the amounts that it was obligated to fund hereunder and, if requested by the Agent, provides adequate assurance of its participation in Letters ability to perform its future obligations hereunder. The operation of Credit pursuant this Section 12.4 shall not be construed to Section 5.16(a) above) increase or otherwise affect the Commitment of any Purchaser, to relieve or excuse the undrawn stated amount performance by such Defaulting Purchaser or any other Purchaser of outstanding Letters its duties and obligations hereunder, or to relieve or excuse the performance by any Seller Party of Credit by depositing such amount into its duties and obligations hereunder to the LC Collateral Account, and (ii) maintain funds in Agent or to the LC Collateral Account Purchasers other than to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy Any failure by a Defaulting Purchaser’s obligation Purchaser to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and amounts that it was obligated to fund any Participation Advance required to be made hereunder shall constitute a material breach by such Defaulting Purchaser. (c) The Seller Purchaser of this Agreement and shall not be required to pay such Defaulting Purchaser any fees payable with respect entitle Seller, at its option, upon written notice to the amount of the undrawn Letters of Credit that is so cash collateralized by the Seller. (d) No amount payable by the Seller for the account of a Defaulting Purchaser (whether on account of Capital, Discount, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, and to the extent of any remaining amounts, to pay arrange for a substitute Purchaser Group to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on assume the Commitment of such Defaulting Purchaser. ’s Purchaser Group, such substitute Purchaser Group to be reasonably acceptable to the Agent. In connection with the arrangement of such a substitute Purchaser Group, (ei) No the Defaulting Purchaser’s Purchaser Group shall have any no right to approve or disapprove any amendment, waiver or consent under this Agreement refuse to be replaced hereunder and (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (xii) the Commitment of any Company in the Defaulting Purchaser’s Purchaser may not be increased or extended without Group shall have no right to consent to the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent assignment in respect of such Defaulting Purchaser. In such circumstance, the Defaulting Purchaser’s Purchaser Group agrees to execute and deliver a completed Assignment Agreement in favor of the substitute Purchaser (and agrees that it shall be deemed to have executed and delivered such documentation if it fails to do so), subject only in each case to being paid its share of the outstanding Obligations (but not any fee (other than the Used Fee) payable under clause (i) of Section 2.1 during such time as the Purchaser was a Defaulting Purchaser); provided, that any such assumption of the Commitment of such Defaulting Purchaser shall not be deemed to constitute a waiver of any of the other Purchasers’ or any Seller Party’s rights or remedies against any such Defaulting Purchaser FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT ​ 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 12.4 and any other provision contained in this Agreement or any other Transaction 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 12.4 shall control and govern.

Defaulting Purchasers. (a) If any LC Participant becomes In the event that a Defaulting Purchaser fails to purchase its respective Proportional Percentage of such Shortfall Shares or Advance Purchase Shares at the applicable Closing, in addition to any other rights that the Corporation may have at law or equity, the Corporation may elect to exercise any or all of the following remedies, which shall be automatically effective, without consideration, upon delivery of a Default Notice: (i) the Defaulting Purchaser shall agree to vote all shares of Series B Preferred Stock and all shares of Common Stock held by such Defaulting Purchaser in the same proportion as the other holders of Series B Preferred Stock and Common Stock, respectively, vote such shares and hereby grants an irrevocable proxy to the Corporation to vote such shares in such manner at any time when there are undrawn Letters meeting of Credit outstanding, then stockholders or by any action by written consent of stockholders (it being understood that such irrevocable proxy is coupled with an interest); (ii) the Defaulting Purchaser shall forfeit all or any part of New Warrants held by such Defaulting Purchaser’s participation in such Letters Purchaser and/or the securities issued or issuable upon the exercise thereof; (iii) the Defaulting Purchaser shall forfeit all shares of Credit shall be reallocated among Class A Common Stock issued or issuable upon conversion of the LC Participants that are not Defaulting Purchasers in accordance with their respective Pro Rata Shares (calculated without regard to Series B Preferred Stock held by such Defaulting Purchaser’s Commitment), but only Purchaser to the extent that (x) the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (and, unless the Seller shall shares have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall constitute a waiver or release of any claim of any party against a Defaulting Purchaser arising from that Purchaser having become a Defaulting Purchaser, including any claim of any other Purchaser been issued as a result of the anti-dilution provisions set forth in Section 6(d) of the Certificate of Designations; (iv) the Defaulting Purchaser, automatically at the election of the Corporation (as indicated in the Default Notice) shall either (A) forfeit all shares of Common Stock issued or issuable upon conversion of shares of Series B Preferred Stock held by such other Purchaser’s increased exposure following Purchaser or (B) convert all shares of Series B Preferred Stock held by such reallocationDefaulting Purchaser into shares of Class A Common Stock; and/or (v) the Defaulting Purchaser shall forfeit the right to receive any amounts in respect of each share of Series B Preferred Stock held by such Defaulting Purchaser on the occurrence of a Liquidity Event (as defined in the Certificate of Designations) in excess of $2.174. (b) If the Corporation elects to exercise any LC Participant becomes of its rights under Section 2.2(a), it shall deliver a written notice (the "Default Notice") to the Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and within 120 days after the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit date of the LC Bank a portion applicable Closing, which shall specify which of the amount foregoing remedies the Corporation elects to exercise. Upon delivery of the then outstanding Letters of Credit equal Default Notice, the Corporation shall be authorized to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to cancel on its books the New Warrants, stock certificates(s) or other documents or instruments representing any reallocation of its participation in Letters of Credit securities forfeited pursuant to Section 5.16(a) above) 2.2(a), record on its books the conversion of the undrawn stated amount any shares of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit Series B Preferred Stock pursuant to Section 5.16(a2.2(a) aboveand/or vote any shares of Series B Preferred Stock and/or Common Stock pursuant to the proxy granted pursuant to Section 2.2(a). Each Purchaser (including all Defaulting Purchasers) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account hereby agrees to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed take all actions requested by the Seller Corporation to give effect to the provisions of Section 2.2(a), including, but not limited to, executing any documents or instruments and approving amendments to fund any Participation Advance required to be made by such Defaulting Purchaserthe Fundamental Documents of the Corporation. (c) The Seller Without the requirement to deliver a Default Notice, no Defaulting Purchaser shall not be required have the right to pay participate in any future Closing and, if notified by the Corporation from time to time, such Defaulting Purchaser any fees payable with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the SellerPurchaser's Proportional Percentage shall equal zero. (d) No amount payable by Notwithstanding anything to the Seller for contrary set forth in this Agreement, if none of the account of a Defaulting Purchaser (whether on account of CapitalOther Stockholders execute and deliver this Agreement prior to the Preemptive Rights Expiration Date, DiscountSections 2.2(a), indemnity payments or other amounts2.2(b), and 2.2(c) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, null and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on the Commitment of such Defaulting Purchaservoid and without effect. (e) No Defaulting Purchaser If the Corporation fails to take any action to enforce the obligations of the Purchasers set forth in Section 1.4 within 10 days after the date that such obligations are due, the Administrative Agent under the Credit Agreement (acting for the Lenders under the Credit Agreement) shall have any the right to approve or disapprove any amendmentenforce, waiver or consent under this Agreement (on behalf of and any amendment, waiver or consent which by its terms requires for the consent of all Purchasers or each affected Purchaser may be effected with the consent sole benefit of the applicable Corporation, any rights the Corporation may have against the Purchasers other than Defaulting Purchasers), except that (x) for failure to satisfy such obligations. The Administrative Agent shall notify the Commitment of Corporation in writing 10 days prior to undertaking any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaseraction hereunder.

Defaulting Purchasers. Notwithstanding any provision of this Agreement to the contrary, if any Purchaser becomes a Defaulting Purchaser, then the following provisions shall apply for so long as such Purchaser is a Defaulting Purchaser: (a) If Commitment Fees (as defined in the Fee Letter) shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Purchaser and each other Purchaser in the same Group. (b) The Commitment and Capital of such Defaulting Purchaser and each other Purchaser in the same Group shall not be included in determining whether the Majority Group Agents have taken or may take any LC Participant becomes action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 14.01); provided, that, except as otherwise provided in Section 14.01, this clause (b) shall not apply to the vote of a Defaulting Purchaser at any time when there are undrawn Letters (or other Purchaser in the same Group) in the case of Credit outstandingan amendment, then all waiver or any part other modification requiring the consent of such Defaulting Purchaser or each Purchaser directly affected thereby (if such Purchaser is directly affected thereby). (c) In the event that one or more Committed Purchasers fails to fund any portion of its Investments (or the Capital thereof) by 8:00 a.m. (New York City time) on the Business Day following the date of the Investment specified in the related Investment Request, the Administrative Agent shall notify each of the other Committed Purchasers not later than 11:00 a.m. (New York City time) on such Business Day, and each of the other Committed Purchasers (or the Related Conduit Purchasers on their behalf) shall, upon satisfaction of the applicable conditions set forth in Article VI and pursuant to the other conditions set forth in this Article II, make available to the Seller a supplemental Investment in an amount equal to the lesser of (a) the aggregate Capital of the related Investment Request that was unfunded multiplied by such Committed Purchaser’s participation Percentage (which for purposes of this clause will not include the aggregate Commitment of the Committed Purchaser failing to make the Investment on such prior Business Day) and (b) the excess of (i) such Committed Purchaser’s Commitment over (ii) the product of such Committed Purchaser’s related Percentage multiplied by all outstanding Commitments (after giving effect to the supplemental Investment on such date). In the event that the Committed Purchasers that originally failed to fund their Investments in respect of a applicable Investment Request, have not otherwise cured such Letters of Credit failure, such supplemental Investments shall be reallocated among the LC Participants that are not Defaulting Purchasers in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Purchaser’s Commitment), but only made by wire transfer to the extent Administrative Agent in Dollars in same day funds no later than 12:00 p.m. (New York City time) on the Business Day that is two (x2) Business Days following the conditions precedent to issuance of Letters of Credit are satisfied at Business Day on which the time of notice described in the preceding sentence was received by such reallocation Committed Purchaser (and, unless the Seller shall have otherwise notified the Administrator at it being understood that any such request received after 11:00 a.m. (New York City time, the Seller ) shall be deemed to have represented been received on the next Business Day). The Administrative Agent will make available to the Seller by wire transfer in same day funds at the account from time to time designated in writing by the Seller to the Administrative Agent the amount of such supplemental Investments no later than 4:00 p.m. (New York City time) on the day such supplemental Investments are received from the Committed Purchasers. If any Committed Purchaser which shall have failed to fund its Investment in respect of an Investment Request shall subsequently pay such amount, the Seller shall immediately remit such funds to the Administrative Agent which shall apply such amount pro rata to repay any supplemental Investments made by the other Committed Purchasers (or the related Conduit Purchasers on their behalf) pursuant to this Section 2.06(c). Any payment of principal, interest, fees or other amounts payable to the account of a Defaulting Purchaser (whether voluntary or mandatory, at maturity or otherwise) shall be applied by the Servicer first to all other Committed Purchasers on a pro rata basis prior to being applied to the payment of any Investments of such Defaulting Purchaser until such time as all Investments are held by the Committed Purchasers (or the related Conduit Purchasers on their behalf) pro rata in accordance with the Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Purchaser that are applied to pay amounts owed by a Defaulting Purchaser pursuant to this Section 2.06(c) shall be deemed paid to and warranted that redirected by such conditions are satisfied at such time)Defaulting Purchaser, and (y) such each Committed Purchaser irrevocably consents hereto. Subject to Section 14.23, no reallocation does not cause the aggregate credit exposure of any Purchaser to exceed such Purchaser’s Commitment. No such reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Purchaser arising from that Committed Purchaser having become a Defaulting Purchaser, including any claim of . No Defaulting Purchaser or any other Purchaser in the same Group shall be entitled to receive any Commitment Fees (as a result of such other Purchaser’s increased exposure following such reallocation. (bdefined in the Fee Letter) If for any LC Participant becomes period during which that Purchaser is a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding (and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be made by such Defaulting Purchaser. (c) The Seller shall not be required to pay any such Commitment Fees that otherwise would have been required to have been paid to that Defaulting Purchaser or any fees payable with respect to other Purchaser in the amount of the undrawn Letters of Credit that is so cash collateralized by the Sellersame Group for such period). (d) No amount payable by In the event that the Administrative Agent, the Seller for and the account of Servicer each agrees in writing that a Defaulting Purchaser (whether on account of Capital, Discount, indemnity payments or other amounts) shall has adequately remedied all matters that caused such Purchaser to be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited to the LC Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share of the stated amount of the undrawn Letters of Credit that is not cash collateralized, and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, then on such date such Purchaser shall purchase at par such of the Capital of the other Purchasers as the Administrative Agent shall determine may be necessary in order for so long as such Related Committed Purchaser is to hold such Capital in accordance with its Percentage; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Seller while such Purchaser was a Defaulting Purchaser, Commitment Fees (as defined in and provided, further, that except to the RPA Fee Letter) shall cease extent otherwise agreed by the affected parties, no change hereunder from Defaulting Purchaser to accrue on the Commitment Purchaser that is not a Defaulting Purchaser will constitute a waiver or release of such any claim of any party hereunder arising from that Purchaser having been a Defaulting Purchaser. (e) No Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaser.

Defaulting Purchasers. Notwithstanding any provision of this Agreement to the contrary, if any Credit Party becomes a Defaulting Purchaser, then the following provisions shall apply for so long as such Credit Party is a Defaulting Purchaser: (a) If Commitment Fees shall cease to accrue on the Unutilized Amount of such Defaulting Purchaser pursuant to Section 2.12(a); (b) any LC Participant becomes payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Purchaser (whether voluntary or mandatory, at maturity, pursuant to Section 7.03 or otherwise) or received by the Administrative Agent from a Defaulting Purchaser pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any time when there are undrawn Letters amounts owing by such Defaulting Purchaser to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Purchaser to any other Credit outstandingParty hereunder; third, then all or as the Authority may request (so long as no Event of Default exists), to the funding of any part purchase of 2022A Bonds in respect of which such Defaulting Purchaser has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fourth, if so determined by the Administrative Agent and the Authority, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Purchaser’s potential future funding obligations with respect to 2022A Bond purchases under this Agreement; fifth, to the payment of any amounts owing to the Credit Parties as a result of any judgment of a court of competent jurisdiction obtained by any Credit Party against such Defaulting Purchaser as a result of such Defaulting Purchaser’s participation in such Letters breach of Credit shall be reallocated among its obligations under this Agreement or under any other Related Document; sixth, so long as no Event of Default exists, to the LC Participants that are not Defaulting Purchasers in accordance with their respective Pro Rata Shares (calculated without regard payment of any amounts owing to the Authority as a result of such Defaulting Purchaser’s Commitment)breach of its obligations under this Agreement or under any other Related Document; and seventh, but only to the extent such Defaulting Purchaser or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the conditions precedent to issuance principal amount of Letters any 2022A Bonds in respect of Credit are satisfied at the time of which such reallocation (and, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time)Defaulting Purchaser has not fully funded its appropriate share, and (y) such reallocation does not cause 2022A Bonds were purchased at a time when the aggregate credit exposure conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the 2022A Bonds of all non-Defaulting Purchasers on a pro rata basis prior to being applied to the payment of any 2022A Bonds of such Defaulting Purchaser until such time as all 2022A Bonds are held by the Credit Parties pro rata in accordance with the Commitments without giving effect to exceed such Purchaser’s Commitmentclause (c) below. No such reallocation shall constitute a waiver Any payments, prepayments or release of any claim of any party against other amounts paid or payable to a Defaulting Purchaser arising from that Purchaser having become a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure following such reallocation. are applied (bor held) If any LC Participant becomes to pay amounts owed by a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to this Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, shall be deemed paid to and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be made redirected by such Defaulting Purchaser., and each Credit Party irrevocably consents hereto; and (c) The Seller the Commitment of such Defaulting Purchaser shall not be required included in determining whether the Required Credit Parties have taken or may take any action hereunder (including any consent to pay such Defaulting Purchaser any fees payable with respect amendment, waiver or other modification pursuant to Section 9.02); provided that this clause (c) shall not apply to the amount of the undrawn Letters of Credit that is so cash collateralized by the Seller. (d) No amount payable by the Seller for the account vote of a Defaulting Purchaser (whether on account in the case of Capitalan amendment, Discount, indemnity payments waiver or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Agent), but instead shall be deposited to modification requiring the LC Collateral Account until the amount therein is equal to the amount consent of such Defaulting Purchaser’s Pro Rata Share of Credit Party or each Credit Party affected thereby. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Purchaser or Purchaser Parent shall occur following the stated amount of the undrawn Letters of Credit that is not cash collateralized, date hereof and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed event shall continue or (ii) any Purchaser is has defaulted in fulfilling its obligation to make Advances hereunder, the Administrative Agent shall notify the Authority and RIDA within ten (10) days thereof and (x) the Authority shall have the right to replace such Defaulted Purchaser pursuant to Section 2.18(b) and (y) RIDA shall have the right to replace such Defaulted Purchaser with a Permitted Replacement Purchaser pursuant to Section 2.18(c); provided until such Defaulted Purchaser has been so replaced in accordance with Section 2.18(b) or Section 2.18(c), as applicable, no other Purchaser shall be obligated to make Advances unless the Credit Parties shall have entered into arrangements with the Authority or such Credit Party, satisfactory to the other Credit Parties, to defease any risk to it in respect of such Credit Party hereunder. In the event that each of the Administrative Agent, the Authority, and each other Credit Party agrees that a Defaulting Purchaser has adequately remedied all matters that caused such Credit Party to be a Defaulting Purchaser, Commitment Fees (then on such date such Credit Party shall purchase at par such of the Bonds of the other Credit Parties as defined the Administrative Agent shall determine may be necessary in order for such Credit Party to hold such Bonds in accordance with its Applicable Percentage. Notwithstanding any provision of this Agreement to the RPA Fee Letter) shall cease contrary, the Authority will not incur any cost, expense or other liability to accrue on the Commitment Administrative Agent, any Purchaser, any Credit Party or other Person as a result of such Defaulting Purchaser. (e) No any Credit Party becoming a Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaserhereunder.

Defaulting Purchasers. (a) If any LC Participant Committed Purchaser becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding, then all or any part of such Defaulting Purchaser’s participation in such Letters of Credit the Servicer shall be reallocated among the LC Participants that are not Defaulting Purchasers in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Purchaser’s Commitment), but only to the extent that (x) the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (and, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall constitute a waiver or release of any claim of any party against a Defaulting Purchaser arising from that Purchaser having become a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure on each day following such reallocation. (b) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, occurrence apply Collections to cash collateralize for the benefit of the LC Bank a ▇▇ ▇▇▇▇▇ the portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation ratable share of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the such undrawn stated amount Stated Amount of outstanding Letters of Credit by depositing such amount all Collections available pursuant to Section 2.08 into the LC Collateral Account, and (ii) maintain funds in the LC ▇▇ ▇▇▇▇ Collateral Account until the amount therein is equal to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation ratable share of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount Stated Amount of outstanding Letters of Credit (including increased amounts due to newly-issued Letters of Credit and reductions due to terminations of Letters of Credit). The Administrator Administrative Agent shall (1) apply funds deposited into the LC ▇▇ ▇▇▇▇ Collateral Account pursuant to this Section 2.12(a) to satisfy a Defaulting Purchaser’s obligation to fund its it portion of a Reimbursement Purchase requested pursuant to Section 2.11(a) or deemed requested by (b) hereof and (2) transfer funds in the ▇▇ ▇▇▇▇ Collateral Account in excess of the Required ▇▇ ▇▇▇▇ Collateral Amount to the Seller and to fund any Participation Advance as provided in Section 2.08(e) hereof. For the avoidance of doubt, the amount required to be made by such Defaulting Purchaserdeposited and maintained in the ▇▇ ▇▇▇▇ Collateral Account pursuant to this Section 2.12(a) is only one component of the Required ▇▇ ▇▇▇▇ Collateral Amount, and other amounts may be required to be deposited and maintained in the ▇▇ ▇▇▇▇ Collateral Account pursuant to Section 2.08 or 2.09. (cb) The Seller shall not be required to pay such any Defaulting Purchaser any fees payable the portion of the Used Fee or Unused Fee pursuant to theits related Fee Letter with respect to the amount of the undrawn Letters of Credit that is so cash collateralized by the Sellerpursuant to Section 2.12(a). (dc) No Except for the portion of any fees not otherwise payable to such Defaulting Purchaser pursuant to Section 2.12(b), no amount payable by the Seller for the account of a Defaulting Purchaser under this Agreement (whether on account of CapitalNet Investment, DiscountYield, indemnity payments or other amounts) shall be paid or distributed to such Defaulting Purchaser (or its Purchaser Facility Agent), but instead shall be deposited to the LC ▇▇ ▇▇▇▇ Collateral Account until the amount therein is equal to the amount of such Defaulting Purchaser’s Pro Rata Share ratable share of the stated amount Stated Amount of the undrawn Letters of Credit that is not cash collateralizedcollateralized in accordance with Section 2.12(a), and to the extent of any remaining amounts, to pay to such Defaulting Purchaser amounts owed to it. Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, Commitment Fees (as defined in the RPA Fee Letter) shall cease to accrue on the Commitment of such Defaulting Purchaser. (e) No Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaser.