Common use of Delinquent Lender Clause in Contracts

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any Loan, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Loan Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any LoanLoans, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten five (105) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Loan Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, with such Delinquent Lender’s Commitment not being included when calculating any Required Lender or Unanimous Lender decision hereunder, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to the Administrative Agent its pro rata share applicable Aggregate Exposure Percentage of any LoanLoans, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersCredit Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Aggregate Exposure Percentages of all the outstanding Loans Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share applicable Aggregate Exposure Percentage of any Loans Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.05 hereof from the date when originally due until the date upon which any such amounts are actually paid. . (b) The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment, without any further action by the Delinquent Lender for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) ), of the Delinquent Lender’s applicable Commitment to fund future Loans (the “Future Commitment”)Loans. Upon any such purchase of the pro rata share applicable Aggregate Exposure Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. . (c) Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share applicable Aggregate Exposure Percentage of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanRevolving Credit Loans, expenses or setoff or purchase its Commitment Percentage of a participation interest in the Swingline Loans or Letter of Credit Outstandings (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersSecured Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Revolving Credit Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Revolving Credit Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans Obligations (other than Other Liabilities) shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Obligations (other than Other Liabilities), any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. . (b) The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment without any further action by the Delinquent Lender for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) ), the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”)Credit Extensions. Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans Credit Extensions and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. The Borrowers may, on ten (10) days’ prior written notice to the Administrative Agent and such Delinquent Lender, replace such Delinquent Lender (in its capacity as a Lender) by causing such Delinquent Lender to (and such Delinquent Lender shall be obligated to) assign (with the assignment fee to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees. (c) Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Commitment Percentage of a Revolving Credit Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Revolving Loan Credit Commitment Percentage of any LoanRevolving Credit Loans, expenses or setoff or purchase its Revolving Loan Credit Commitment Percentage of a participation interest in the Swingline Loans (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentage of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.11 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”)Loans. Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s Future Commitmentfuture commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent the Agents and each non-delinquent Delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Commitment Percentage of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanRevolving Credit Loans, expenses or setoff or purchase its Commitment Percentage of a participation interest in the Swingline Loans or Letter of Credit Outstandings, or if any Lender is a Defaulting Lender (in each case, a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersSecured Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Revolving Credit Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Revolving Credit Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans Obligations (other than Other Liabilities) shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Obligations (other than Other Liabilities), any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. . (b) The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment without any further action by the Delinquent Lender for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) ), the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”)Credit Extensions. Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans Credit Extensions and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. The Borrowers may, on ten (10) days’ prior written notice to the Administrative Agent and such Delinquent Lender, replace such Delinquent Lender (in its capacity as a Lender) by causing such Delinquent Lender to (and such Delinquent Lender shall be obligated to) assign (with the assignment fee to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees. (c) Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Commitment Percentage of a Revolving Credit Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (i) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any LoanLoans, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at in limitation thereof, (iy) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (iiz) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (iy) and (iiz) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans Loans, expenses or expenses setoffs as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. . (ii) The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason Subject to §2.12.2, any Lender shall fail that (a) has failed to (i) fund all or refuse any portion of its Loans within two Business Days of the date such Loans were required to abide by its obligations under this Agreement, including without limitation its obligation to make available to be funded hereunder unless such Lender notifies the Administrative Agent its pro rata share and the Borrowers in writing on or in advance of any Loan, expenses or setoff (a “Delinquent Lender”) and the applicable Funding Date that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not cured been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within ten two (102) days Business Days of receipt from the date when due, (b) has notified the Borrowers, the Administrative Agent, the L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent of written notice thereofor the Borrowers, then, to confirm in addition writing to the rights Administrative Agent and remedies the Borrowers that may it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be available a Delinquent Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative AgentAgent and the Borrowers), other Lendersor (d) has, the Borrower or any other party at law has a direct or in equity, and not at limitation thereofindirect parent company that has, (i) such Delinquent Lender’s right to participate in become the administration ofsubject of a proceeding under any Debtor Relief Law, or decision-making rights related to, the Loans, this Agreement or the other Credit Documents shall be suspended during the pendency of such failure or refusal, and (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Delinquent Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Delinquent Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to have assigned any and all payments due be a Delinquent Lender (subject to it from the Borrower, whether on account §2.12.2) as of the outstanding Loansdate established therefor by the Administrative Agent in a written notice of such determination, interest, fees or otherwise, which shall be delivered by the Administrative Agent to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future CommitmentBorrowers, the Delinquent Lender’s share in future Loans and its rights under L/C Issuer, the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Swing Line Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent other Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Documentspromptly following such determination.

Delinquent Lender. (a) If for any reason any Lender (i) shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to the Administrative Agent or the Canadian Agent its pro rata share Domestic Commitment Percentage or Canadian Commitment Percentage, as applicable, of any LoanRevolving Credit Loans, expenses expenses, indemnities, or setoff or purchase its Commitment Percentage of a participation interest in the Swingline Loans or Letter of Credit Outstandings (unless such failure or refusal is the result of (x) such Lender’s good faith determination that a “Delinquent Lender”condition precedent to funding (specifically identified and with supporting facts) has not been satisfied and such Lender has notified the Administrative Agent in writing of such determination or (y) a good faith dispute with respect to expenses and indemnities owed to the Administrative Agent, identified in writing to the Administrative Agent) and such failure is not cured within ten (10) days of one Business Day after receipt from the Administrative Agent of written notice thereof, (ii) shall fail, within three (3) Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its Commitments or (iii) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding. (each, a “Delinquent Lender”), then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersSecured Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amounts payable to such Delinquent Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Delinquent Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Delinquent Lender in respect of any Revolving Credit Loan or existing or future participating interest in any Swingline Loan or Letter of Credit. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in SECTION 2.12, from the date when originally due until the date upon which any such amounts are actually paid. . (b) The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment without any further action by the Delinquent Lender for no cash consideration, consideration (pro rata, based on the respective Domestic Commitments of those Domestic Lenders or Canadian Commitments of those Canadian Lenders as applicable, electing to exercise such right) ), of the Delinquent Lender’s Domestic Commitment or Canadian Commitment, as applicable, to fund future Loans (the “Future Commitment”)Revolving Credit Loans. Upon any such purchase assignment of the pro rata share Domestic Commitment Percentage or Canadian Commitment Percentage, as applicable, of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Revolving Credit Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. . (c) Each Delinquent Lender shall indemnify the Administrative Agent or the Canadian Agent, as applicable, and each non-delinquent Lender from and against any and all loss, damage or expenses, including including, but not limited to to, reasonable attorneys’ fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Domestic Commitment Percentage or Canadian Commitment Percentage, as applicable, of a Revolving Credit Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (a) If for any reason any Lender (in each case, as determined by the Administrative Agent) (i) shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanRevolving Credit Loans, expenses or setoff (or purchase its Commitment Percentage of a “Delinquent Lender”) participation interest in the Swingline Loans or Letter of Credit Outstandings and such failure is not cured within ten one (101) days Business Day of receipt from the Administrative Agent of written notice thereof, (ii) shall fail, within three (3) Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its Commitments, (iii) has notified the Lead Borrower or the Administrative Agent or any other Lender that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit or (iv) has, or has a direct or indirect parent that has, been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding or had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it (or taken any action in furtherance of any such proceeding or appointment) (each, a “Delinquent Lender”); provided that a Lender shall not be deemed a Delinquent Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority, then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersSecured Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Revolving Credit Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Revolving Credit Loans, interest, fees or otherwise, to the remaining non-delinquent Delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans Obligations (other than Other Liabilities) shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amounts payable to such Delinquent Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Delinquent Lender, be retained by the Administrative Agent as cash collateral and may be utilized for future funding obligations of the Delinquent Lender in respect of any Revolving Credit Loan or existing or future participating interest in any Swingline Loan or Letter of Credit. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Obligations (other than Other Liabilities), any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. Any payments, prepayments or other amounts paid or payable to a Delinquent Lender that are applied (or held) to pay amounts owed by a Delinquent Lender or to post cash collateral pursuant to this SECTION 8.16(a) shall be deemed paid to and redirected by that Delinquent Lender, and each Lender irrevocably consents hereto. (b) The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment without any further action by the Delinquent Lender for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) ), the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”)Credit Extensions. Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans Credit Extensions and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. The Borrowers may, on ten (10) days’ prior written notice to the Administrative Agent and such Delinquent Lender, replace such Delinquent Lender (in its capacity as a Lender) by causing such Delinquent Lender to (and such Delinquent Lender shall be obligated to) assign (with the assignment fee to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees. (c) During any period in which there is a Delinquent Lender, for purposes of computing the amount of the obligation of each non-Delinquent Lender to acquire, refinance or fund participations in Letters of Credit or Swingline Loans under this Agreement, the Commitment Percentage of each applicable non-Delinquent Lender holding a Tranche A Commitment or a FILO Commitment (as applicable) shall be computed without giving effect to the Tranche A Commitment or a FILO Commitment (as applicable) of that Delinquent Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Delinquent Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Delinquent Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the Tranche A Commitment or a FILO Commitment (as applicable) of that non-Delinquent Lender minus (2) the aggregate outstanding amount of the Credit Extensions of that Lender in respect of its Tranche A Commitment or FILO Commitment (as applicable). (d) At any time that there shall exist a Delinquent Lender, immediately upon the request of the Administrative Agent, an Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent cash collateral in an amount sufficient to cover all fronting exposure of such Person in respect of such Delinquent Lender (after giving effect to SECTION 8.16(c) and any cash collateral provided by the Delinquent Lender). (e) Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Commitment Percentage of a Loan Revolving Credit Loan, or its participation in Swingline Loans and Letters of Credit or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (1) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Credit Agent its pro rata share of any LoanWarehousing Advances, expenses or setoff (a “Delinquent Lender”) and ), or, unless subject to a bona fide dispute shall fail or refuse to abide by any other of its obligations under this Agreement and, in any of the foregoing circumstances such failure or refusal is not cured within ten (10) days of after receipt from the Administrative Credit Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Credit Agent, other Lenders, the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding LoansWarehousing Advances, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. . (2) The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Warehousing Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Credit Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Credit Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents. (3) In the event that the non-delinquent Lenders elect not to acquire the Future Commitment, then, so long as no Default or Event of Default has occurred and is continuing, the Borrower may either (i) demand that the Delinquent Lender, and upon such demand the Delinquent Lender shall, promptly assign its Commitment Percentage of the Loan to an Assignee subject to and in accordance with the provisions of Section 11.13(a) for a purchase price equal to the aggregate principal balance of the Loan then owing to the Delinquent Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Delinquent Lender, or (ii) pay to the Delinquent Lender the aggregate principal balance of the Loan then owing to the Delinquent Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Delinquent Lender, whereupon the Delinquent Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Credit Agent and the Delinquent Lender shall reasonably cooperate in effectuating the replacement of such Delinquent Lender under this Section, but at no time shall the Credit Agent, such Delinquent Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Assignee. The exercise by Borrower of its rights under this Section shall be at Borrower’s sole cost and expenses and at no cost or expense to the Credit Agent, the Delinquent Lender or any of the other Lenders.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any Loanthe Facility, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, the other Lenders, the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the LoansFacility, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding LoansFacility, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans Facility until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans Facility shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights to payments as set forth in clauses (i) and (ii) hereinabove above shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans the Facility or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund any future Loans Advances (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in any future Loans Advances and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Commitment Percentage of a Loan an Advance or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to the Administrative Agent its pro rata share applicable Commitment Percentage of any LoanLoans, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersCredit Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share applicable Commitment Percentage of any Loans Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in SECTION 2.05 hereof from the date when originally due until the date upon which any such amounts are actually paid. . (b) The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment, without any further action by the Delinquent Lender for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) ), of the Delinquent Lender’s applicable Commitment to fund future Loans (the “Future Commitment”)Loans. Upon any such purchase of the pro rata share applicable Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. . (c) Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share applicable Commitment Percentage of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason Subject to §2.11.2, any Lender shall fail or refuse that, as determined by the Administrative Agent, (a) has failed to abide by perform any of its funding obligations under this Agreementhereunder, including without limitation in respect of its obligation Revolving Credit Loans or participations in respect of Letters of Credit or Swing Line Loans, within three (3) Business Days of the date required to make available to Administrative Agent its pro rata share of any Loanbe funded by it hereunder, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten shall continue for two (102) days of receipt from Business Days, unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of written notice thereofsuch Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, thentogether with any applicable default, shall be specifically identified in addition such writing) has not been satisfied, (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after request by the rights and remedies that may be available to Administrative Agent, other Lenders, to confirm in a manner satisfactory to the Borrower or any other party at law or in equityAdministrative Agent that it will comply with its funding obligations, and not at limitation thereofsuch failure shall continue for two (2) Business Days, or (d) has, or has a direct or indirect parent company that has, other than via an Undisclosed Administration, (i) such Delinquent Lender’s right to participate in become the administration ofsubject of a proceeding under any Debtor Relief Law, or decision-making rights related to, the Loans, this Agreement or the other Credit Documents shall be suspended during the pendency of such failure or refusal, and (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state, federal or national regulatory authority acting in such a capacity; provided that a Lender shall not be a Delinquent Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Delinquent Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to have assigned any and all payments due be a Delinquent Lender (subject to it from Section 2.11.2) upon delivery of written notice of such determination to the Borrower, whether on account of the outstanding Loanseach L/C Issuer, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent each Swingline Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Documents.

Delinquent Lender. (1) If for any reason any Lender shall (a) become an Impacted Lender, (b) fail to make available to the Administrative Agent its pro rata share of any Warehousing Advance in accordance with Section 10.11(a), or (c) fail or refuse to abide by its obligations under this Agreement, including including, without limitation limitation, its obligation to make available to Administrative Agent its pro rata share of any Loan, expenses or setoff (a “Delinquent Lender”) and such failure or refusal is not cured within ten (10) days of after receipt from the Administrative Agent of written notice thereofthereof (collectively, a “Delinquent Lender”), then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at in limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the LoansLoan, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrower or Guarantor, whether on account of the outstanding LoansWarehousing Advances, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans Loan until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans Loan shall have been returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-decision­ making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon (x) in the case of an Impacted Lender, such Lender no longer being and Impacted Lender, and (y) in other cases, the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Warehousing Advances, expenses or expenses setoff as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. , or with the affirmative consent of the Administrative Agent, in its discretion. (2) The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, consideration (pro rata, based on the respective Commitments Commitment Amounts of those Lenders electing to exercise such right) ), the Delinquent Lender’s unfunded Commitment to fund future Loans Amount (the “Future Unfunded Commitment”). Upon any such purchase of the pro rata share of any such Delinquent Lender’s Future Unfunded Commitment, the Delinquent Lender’s share in Commitment with respect to, and interest in, future Loans Warehousing Advances and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and AcceptanceAssumption. Each Delinquent Lender shall indemnify Administrative Agent and each non-non­ delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-non­ delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share of a Loan Warehousing Advance or to otherwise perform its obligations under the Credit Loan Documents. (3) In the event that the non-delinquent Lenders elect not to acquire the Unfunded Commitment, then, so long as there does not then exist any Default or Event of Default, Borrower may in its sole and absolute discretion (i) demand that the Delinquent Lender, and upon such demand the Delinquent Lender shall promptly, assign its Commitment Percentage of the Loan to an Assignee subject to and in accordance with the provisions of Section 10.14(a) hereof for a purchase price equal to the aggregate principal balance of the Loan then owing to the Delinquent Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Delinquent Lender, or (ii) pay to the Delinquent Lender the aggregate principal balance of the Loan then owing to the Delinquent Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Delinquent Lender, whereupon the Delinquent Lender shall no longer be a party hereto and shall no longer have any rights or obligations hereunder or under any of the other Loan Documents. Each of Administrative Agent and the Delinquent Lender shall reasonably cooperate in effectuating the replacement of such Delinquent Lender under this Section 10.12(3), but at no time shall the Administrative Agent, such Delinquent Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Assignee. The exercise by Borrower of its rights under this Section shall be at the sole cost and expense of the Delinquent Lender, and at no cost or expense of the Borrower (except its own internal costs and expenses), Administrative Agent or any other Lender.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent or the Canadian Agent its pro rata share of any LoanRevolving Loans, expenses or setoff or purchase its pro rata share of a participation interest in the Swingline Loans (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent or the Canadian Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.12 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Delinquent Lender’s Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and AcceptanceAssumption. Each Delinquent Lender shall indemnify Administrative Agent the Agents and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (1) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation obligations to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanWarehousing Advances, expenses or setoff (a “Delinquent Lender”) ), and such failure is not cured within ten two (102) days of after receipt from the Administrative Agent of written notice Notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at in limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the LoansLoan, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrower or Guarantor, whether on account of the outstanding LoansWarehousing Advances, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans Loan until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans Loan shall have been returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Warehousing Advances, expenses or expenses setoff as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. . (2) The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, consideration (pro rata, based on the respective Commitments Commitment Amounts of those Lenders electing to exercise such right) ), the Delinquent Lender’s unfunded Commitment to fund future Loans Amount (the “Future Unfunded Commitment”). Upon any such purchase of the pro rata share of any such Delinquent Lender’s Future Unfunded Commitment, the Delinquent Lender’s share in commitment with respect to, and interest in, future Loans Warehousing Advances and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share of a Loan Warehousing Advance or to otherwise perform its obligations under the Credit Loan Documents. (3) In the event that the non-delinquent Lenders elect not to acquire the Unfunded Commitment, then, so long as there does not then exist any Unmatured Default or Event of Default, Borrower may in its sole and absolute discretion (i) demand that the Delinquent Lender, and upon such demand the Delinquent Lender shall promptly, assign its Commitment Percentage of the Loan to an Assignee subject to and in accordance with the provisions of Section 13.15(a) hereof for a purchase price equal to the aggregate principal balance of the Loan then owing to the Delinquent Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Delinquent Lender, or (ii) pay to the Delinquent Lender the aggregate principal balance of the Loan then owing to the Delinquent Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Delinquent Lender, whereupon the Delinquent Lender shall no longer be a party hereto and shall no longer have any rights or obligations hereunder or under any of the other Loan Documents. Each of Administrative Agent and the Delinquent Lender shall reasonably cooperate in effectuating the replacement of such Delinquent Lender under this Section 13.13 (iii), but at no time shall the Administrative Agent, such Delinquent Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by Borrower of its rights under this Section shall be at the sole cost and expense of the Delinquent Lender, and at no cost or expense of the Borrower (except its own internal costs and expenses), Administrative Agent or any other Lender.

Delinquent Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Applicable Percentage of any LoanLoans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swingline Loans or L/C Exposure (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersCredit Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the LoansObligations, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares Applicable Percentages of all the outstanding Loans Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Applicable Percentage of any Loans Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in SECTION 2.13(c) hereof from the date when originally due until the date upon which any such amounts are actually paid. . (b) The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment, without any further action by the Delinquent Lender for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) ), of the Delinquent Lender’s 's Commitment to fund future Loans (the “Future Commitment”)Loans. Upon any such purchase of the pro rata share Applicable Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s 's share in future Loans Credit Extensions and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. . (c) Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share Applicable Percentage of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (1) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation obligations to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanWarehousing Advances, expenses or setoff (a “Delinquent Lender”) ), and such failure is not cured within ten two (102) days of after receipt from the Administrative Agent of written notice Notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at in limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the LoansLoan, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrower or Guarantor, whether on account of the outstanding LoansWarehousing Advances, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans Loan until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans Loan shall have been returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Warehousing Advances, expenses or expenses setoff as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. . (2) The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, consideration (pro rata, based on the respective Commitments Commitment Amounts of those Lenders electing to exercise such right) ), the Delinquent Lender’s unfunded Commitment to fund future Loans Amount (the “Future Unfunded Commitment”). Upon any such purchase of the pro rata share of any such Delinquent Lender’s Future Unfunded Commitment, the Delinquent Lender’s share in commitment with respect to, and interest in, future Loans Warehousing Advances and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share of a Loan Warehousing Advance or to otherwise perform its obligations under the Credit Loan Documents. (3) In the event that the non-delinquent Lenders elect not to acquire the Unfunded Commitment, then, so long as there does not then exist any Event of Default which has not been waived in writing by the Administrative Agent, Borrower may in its sole and absolute discretion (i) demand that the Delinquent Lender, and upon such demand the Delinquent Lender shall promptly, assign its Commitment Percentage of the Loan to an Assignee subject to and in accordance with the provisions of Section 13.15(a) hereof for a purchase price equal to the aggregate principal balance of the Loan then owing to the Delinquent Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Delinquent Lender, or (ii) pay to the Delinquent Lender the aggregate principal balance of the Loan then owing to the Delinquent Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Delinquent Lender, whereupon the Delinquent Lender shall no longer be a party hereto and shall no longer have any rights or obligations hereunder or under any of the other Loan Documents. Each of Administrative Agent and the Delinquent Lender shall reasonably cooperate in effectuating the replacement of such Delinquent Lender under this Section 13.13 (iii), but at no time shall the Administrative Agent, such Delinquent Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by Borrower of its rights under this Section shall be at the sole cost and expense of the Delinquent Lender, and at no cost or expense of the Borrower (except its own internal costs and expenses), Administrative Agent or any other Lender. (4) In lieu of the rights of the Borrower under Section 13.13(iii) hereof, the Borrower may instead, by Notice to the Administrative Agent and the Delinquent Lender, terminate the Delinquent Lender’s Commitment, in which case (i) the Total Commitment Amount automatically and immediately shall be reduced dollar-for-dollar by the amount of such Delinquent Lender’s Unfunded Commitment (except to the extent assumed by another Lender as provided above), (ii) the Delinquent Lender’s Commitment Percentage of any outstanding Warehousing Advances on such date shall only be required to be paid in the ordinary course in the same manner as each non-Delinquent Lender’s Commitment Percentage of any such outstanding Warehousing Advances, and (iii) the Commitments of all non-Delinquent Lenders shall not be changed.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Commitment Percentage of any Revolving Loans, expenses or setoff or purchase its pro rata share of any Loan, expenses or setoff a participation interest in the Swingline Loans (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at in limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares Commitment Percentages of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.10 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund future Loans (the “"Delinquent Lender's Future Commitment”"). Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent the Agents and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanRevolving Loans, expenses or setoff or purchase its Commitment Percentage of a participation interest in the Swingline Loans or Letters of Credit (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares Commitment Percentage of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.11 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund future Loans (the “"Delinquent Lender's Future Commitment”"). Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent the Agents and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share Commitment Percentage of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanRevolving Loans, expenses or setoff or purchase its Commitment Percentage of a participation interest in the Swingline Loans (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentage of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.11 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Delinquent Lender’s Future Commitment”). Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent the Agents and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Commitment Percentage of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any LoanLoans, expenses or setoff (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund future Loans (the “"Future Commitment”"). Upon any such purchase of the pro rata share of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanRevolving Loans, expenses or setoff or purchase its Commitment Percentage of a participation interest in the Swingline Loans or Letters of Credit (a “Delinquent Lender”"DELINQUENT LENDER") and such failure is not cured within ten (10) days of after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares Commitment Percentage of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.11 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund future Loans (the “"Delinquent Lender's Future Commitment”"). Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent the Agents and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share Commitment Percentage of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason Subject to §2.11.2, any Lender shall fail or refuse that, as determined by the Administrative Agent, (a) has failed to abide by perform any of its funding obligations under this Agreementhereunder, including without limitation in respect of its obligation Term Loans, within three (3) Business Days of the date required to make available to Administrative Agent its pro rata share of any Loanbe funded by it hereunder, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten shall continue for two (102) days of receipt from Business Days, unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of written notice thereofsuch Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, thentogether with any applicable default, shall be specifically identified in addition such writing) has not been satisfied, (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (unless such writing or public statement relates to such Lender’s obligation to fund a Term Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after request by the rights and remedies that may be available to Administrative Agent, other Lenders, to confirm in a manner satisfactory to the Borrower or any other party at law or in equityAdministrative Agent that it will comply with its funding obligations, and not at limitation thereofsuch failure shall continue for two (2) Business Days, or (d) has, or has a direct or indirect parent company that has, other than, in the case of either the Lender or the direct or indirect parent of such Lender, an Undisclosed Administration, (i) such Delinquent Lender’s right to participate in become the administration ofsubject of a proceeding under any Debtor Relief Law, or decision-making rights related to, the Loans, this Agreement or the other Credit Documents shall be suspended during the pendency of such failure or refusal, and (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state, federal or national regulatory authority acting in such a capacity; provided that a Lender shall not be a Delinquent Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Delinquent Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to have assigned any and all payments due be a Delinquent Lender (subject to it from the Borrower, whether on account Section 2.11.2) upon delivery of the outstanding Loans, interest, fees or otherwise, written notice of such determination to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent Borrower and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Documents.

Delinquent Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Applicable Percentage of any LoanLoans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swingline Loans or L/C Exposure (a “Delinquent Lender”"DELINQUENT LENDER") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersCredit Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the LoansObligations, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares Applicable Percentages of all the outstanding Loans Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Applicable Percentage of any Loans Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in SECTION 2.13(c) hereof from the date when originally due until the date upon which any such amounts are actually paid. . (b) The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment, without any further action by the Delinquent Lender for no cash consideration, consideration (pro rataPRO RATA, based on the respective Commitments of those Lenders electing to exercise such right) ), of the Delinquent Lender’s 's Commitment to fund future Loans (the “Future Commitment”)Loans. Upon any such purchase of the pro rata share Applicable Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s 's share in future Loans Credit Extensions and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. . (c) Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share Applicable Percentage of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Loan Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any LoanLoans, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the each Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Loan Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the each Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Loan Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any LoanLoans, expenses or setoff (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Loan Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund future Loans (the “"Future Commitment”"). Upon any such purchase of the pro rata share of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (a) If for any reason any Revolving Loan Lender shall become a Deteriorating Lender or shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Revolving Loan Commitment Percentage of any LoanRevolving Loans, expenses or setoff or purchase its Revolving Loan Commitment Percentage of a participation interest in the Swingline Loans or Letters of Credit (a “Delinquent Lender”) and such failure is not cured within ten two (102) days of Business Days after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agentthe Agents, other the Revolving Loan Lenders, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Deteriorating Lender or Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Revolving Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal. Further, notwithstanding the provisions of Section 2.08 hereof, the Administrative Agent shall not be obligated to transfer to a Delinquent Lender any payments made by the Borrower to the Administrative Agent for the Delinquent Lender’s benefit or any proceeds of Collateral or Real Estate Collateral that would otherwise be remitted hereunder to the Delinquent Lender, and, in the absence of such transfer to the Delinquent Lender, the Administrative Agent shall transfer any such payments (i) first, to the Swingline Lender to the extent of any Swingline Loans that were made by the Swingline Lender and that were required to be, but were not, paid by the Delinquent Lender, (ii) second, to the Issuing Bank, to the extent of the portion of an L/C Disbursement that was required to be, but was not, paid by the Delinquent Lender, (iii) third, to each Non-Delinquent Lender ratably in accordance with their Revolving Loan Commitments (but, in each case, only to the extent that such Delinquent Lender’s portion of a Revolving Loan (or other funding obligation) was funded by such other Non- Delinquent Lender), (iv) to the Cash Collateral Account, the proceeds of which shall be retained by the Administrative Agent and may be made available to be re-advanced to or for the benefit of the Borrower (upon the request of the Borrower and subject to the conditions set forth in Section 4.02) as if such Delinquent Lender had made its portion of the Revolving Loans (or other funding obligations) hereunder, and (iiv) a from and after the date on which all other Obligations (other than in respect of the Term Loan) have been paid in full, to such Delinquent Lender. Subject to the foregoing, the Administrative Agent may hold and, in its discretion, re-lend to the Borrower for the account of such Delinquent Lender the amount of all such payments received and retained by the Administrative Agent for the account of such Delinquent Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents (including the calculation of Revolving Loan Commitment Percentages in connection therewith) and for the purpose of calculating the fees payable under Section 2.13 and 2.14, such Delinquent Lender shall be deemed not to have assigned be a “Revolving Loan Lender” and such Revolving Loan Lender’s Revolving Loan Commitment shall be deemed to be zero; provided, that the foregoing shall not apply to any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights to payments as set forth in clauses matters governed by subclauses (i) and ), (ii) hereinabove or (iii) under Section 9.02(b). The provisions of this Section 8.12 shall be restored only upon the payment by the remain effective with respect to such Delinquent Lender until the earlier of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from (y) the date when originally due until the date upon on which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase all of the pro rata share of any Non-Delinquent Lender’s Future CommitmentLenders, the Delinquent Lender’s share in future Loans and its rights under Administrative Agent, the Credit Documents with respect thereto shall terminate on the date of purchaseIssuing Bank, and the Borrower shall have waived, in writing, the application of this Section 8.12 to such Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Documents.141

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any Loan, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten five (105) days Business Days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any an Delinquent Lenderlender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanRevolving Loans, expenses or setoff or purchase its Commitment Percentage of a participation interest in the Swingline Loans (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentage of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.11 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”)Loans. Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s Future Commitmentfuture commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent the Agents and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Commitment Percentage of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Applicable Percentage of any LoanLoans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swingline Loans or L/C Exposure (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersCredit Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the LoansObligations, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Applicable Percentages of all the outstanding Loans Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Applicable Percentage of any Loans Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in SECTION 2.13(c) hereof from the date when originally due until the date upon which any such amounts are actually paid. . (b) The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment, without any further action by the Delinquent Lender for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) ), of the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”)Loans. Upon any such purchase of the pro rata share Applicable Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans Credit Extensions and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. . (c) Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Applicable Percentage of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this the Agreement, including without limitation its obligation to make available to the Administrative Agent its pro rata share of any the Loan, expenses or setoff (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the LoansLoan, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding LoansLoan, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans Loan until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares of all the outstanding Loans Loan shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans the Loan or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund any future Loans Loan (the “"Future Commitment”"). Upon any such purchase of the pro rata share of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in any future Loans Loan and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any an Delinquent Lender’s 's failure to timely fund its pro rata share of a Loan Advance or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any LoanLoans, expenses or setoff (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at in limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans Loans, expenses or expenses setoffs as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rataPRO RATA, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund future Loans (the “"Future Commitment”"). Upon any such purchase of the pro rata PRO RATA share of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata PRO RATA share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Loan Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata PRO RATA share of any LoanLoans, expenses or setoff (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Loan Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata PRO RATA shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata PRO RATA share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rataPRO RATA, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund future Loans (the “"Future Commitment”"). Upon any such purchase of the pro rata PRO RATA share of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata PRO RATA share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (a) If for any reason any Lender (i) shall fail or refuse to abide by its obligations under this Agreement, including including, without limitation limitation, its obligation to make available to the Administrative Agent or the Canadian Agent its pro rata share Domestic Commitment Percentage or Canadian Commitment Percentage, as applicable, of any LoanRevolving Credit Loans, expenses or setoff (or purchase its Commitment Percentage of a “Delinquent Lender”) participation interest in the Swingline Loans or Letter of Credit Outstandings and such failure is not cured within ten (10) days of one Business Day after receipt from the Administrative Agent of written notice thereof, (ii) shall fail, within three (3) Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its Commitments or (iii) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding. (each, a “Delinquent Lender”), then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersSecured Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amounts payable to such Delinquent Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Delinquent Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Delinquent Lender in respect of any Revolving Credit Loan or existing or future participating interest in any Swingline Loan or Letter of Credit. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in SECTION 2.12, from the date when originally due until the date upon which any such amounts are actually paid. . (b) The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment without any further action by the Delinquent Lender for no cash consideration, consideration (pro rata, based on the respective Domestic Commitments of those Domestic Lenders or Canadian Commitments of those Canadian Lenders as applicable, electing to exercise such right) ), the Delinquent Lender’s Domestic Commitment or Canadian Commitment, as applicable, to fund future Loans (the “Future Commitment”)Revolving Credit Loans. Upon any such purchase of the pro rata share Domestic Commitment Percentage or Canadian Commitment Percentage, as applicable, of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Revolving Credit Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. . (c) Each Delinquent Lender shall indemnify the Administrative Agent or the Canadian Agent, as applicable, and each non-delinquent Lender from and against any and all loss, damage or expenses, including including, but not limited to to, reasonable attorneys’ fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Domestic Commitment Percentage or Canadian Commitment Percentage, as applicable, of a Revolving Credit Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanRevolving Loans, expenses or setoff or purchase its Commitment Percentage of a participation interest in the Swingline Loans (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentage of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in SECTION 2.11 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Delinquent Lender’s Future Commitment”). Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent the Agents and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Commitment Percentage of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Term Loan A Commitment Percentage of any Loanthe Term Loan A or its Term Loan B Commitment Percentage of the Term Loan B, as applicable, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at in limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Term Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding Term Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Term Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Term Loan A Commitment Percentages of all the outstanding Loans portion of the Term Loan A or Term Loan B Commitment Percentages of the outstanding portion of the Term Loan B, as applicable, shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Term Loan A Commitment Percentage or Term Loan B Commitment Percentage, as applicable, of any Loans Term Loan, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.5 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Documents.

Delinquent Lender. (1) If for any reason any Lender shall (a) become an Impacted Lender, (b) fail to make available to the Administrative Agent its pro rata share of any Warehousing Advance in accordance with Section 10.11(a), or (c) fail or refuse to abide by its obligations under this Agreement, including including, without limitation limitation, its obligation to make available to Administrative Agent its pro rata share of any Loan, expenses or setoff (a “Delinquent Lender”) and such failure or refusal is not cured within ten (10) days of after receipt from the Administrative Agent of written notice thereofthereof (collectively, a “Delinquent Lender”), then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at in limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the LoansLoan, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrower or Guarantor, whether on account of the outstanding LoansWarehousing Advances, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans Loan until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans Loan shall have been returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-decision making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon (x) in the case of an Impacted Lender, such Lender no longer being and Impacted Lender, and (y) in other cases, the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Warehousing Advances, expenses or expenses setoff as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. , or with the affirmative consent of the Administrative Agent, in its discretion. (2) The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, consideration (pro rata, based on the respective Commitments Commitment Amounts of those Lenders electing to exercise such right) ), the Delinquent Lender’s unfunded Commitment to fund future Loans Amount (the “Future Unfunded Commitment”). Upon any such purchase of the pro rata share of any such Delinquent Lender’s Future Unfunded Commitment, the Delinquent Lender’s share in Commitment with respect to, and interest in, future Loans Warehousing Advances and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and AcceptanceAssumption. Each Delinquent Lender shall indemnify Administrative Agent and each non-non delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-non delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share of a Loan Warehousing Advance or to otherwise perform its obligations under the Credit Loan Documents. (3) In the event that the non-delinquent Lenders elect not to acquire the Unfunded Commitment, then, so long as there does not then exist any Default or Event of Default, Borrower may in its sole and absolute discretion (i) demand that the Delinquent Lender, and upon such demand the Delinquent Lender shall promptly, assign its Commitment Percentage of the Loan to an Assignee subject to and in accordance with the provisions of Section 10.14(a) hereof for a purchase price equal to the aggregate principal balance of the Loan then owing to the Delinquent Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Delinquent Lender, or (ii) pay to the Delinquent Lender the aggregate principal balance of the Loan then owing to the Delinquent Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Delinquent Lender, whereupon the Delinquent Lender shall no longer be a party hereto and shall no longer have any rights or obligations hereunder or under any of the other Loan Documents. Each of Administrative Agent and the Delinquent Lender shall reasonably cooperate in effectuating the replacement of such Delinquent Lender under this Section 10.12(3), but at no time shall the Administrative Agent, such Delinquent Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Assignee. The exercise by Borrower of its rights under this Section shall be at the sole cost and expense of the Delinquent Lender, and at no cost or expense of the Borrower (except its own internal costs and expenses), Administrative Agent or any other Lender.

Delinquent Lender. If for any reason Subject to §2.11.2, any Lender shall fail or refuse that, as determined by the Administrative Agent, (a) has failed to abide by perform any of its funding obligations under this Agreementhereunder, including without limitation in respect of its obligation Revolving Credit Loans or participations in respect of Letters of Credit or Swing Line Loans, within two (2) Business Days of the date such Loans required to make available to be funded by it hereunder, unless such Lender notifies the Administrative Agent its pro rata share of any Loan, expenses or setoff (a “Delinquent Lender”) and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not cured been satisfied, (b) has notified the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within ten (10) days of receipt from three Business Days after written request by the Administrative Agent of written notice thereofor the Borrower, then, to confirm in addition writing to the rights Administrative Agent and remedies the Borrower that may it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be available a Delinquent Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative AgentAgent and the Borrower), or (d) has, or has a direct or indirect parent company that has, other Lenders, the Borrower or any other party at law or in equity, and not at limitation thereofthan via an Undisclosed Administration, (i) such Delinquent Lender’s right to participate in become the administration ofsubject of a proceeding under any Debtor Relief Law, or decision-making rights related to, the Loans, this Agreement or the other Credit Documents shall be suspended during the pendency of such failure or refusal, and (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state, federal or national regulatory authority acting in such a capacity; provided that a Lender shall not be a Delinquent Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Delinquent Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to have assigned any and all payments due be a Delinquent Lender (subject to it from Section 2.11.2) upon delivery of written notice of such determination to the Borrower, whether on account of the outstanding Loanseach L/C Issuer, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent each Swing Line Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Commitment Percentage of any Revolving Loans, expenses or setoff or purchase its pro rata share of any Loan, expenses or setoff a participation interest in the Swingline Loans (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agentthe Agents, the other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at in limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.10 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Documents.

Delinquent Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share such Lender's Pro Rata Share of any LoanLoans, expenses or setoff or to fund its participation interest in the Swingline Loans or L/C Obligations (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, the other Lenders, the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the LoansObligations, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares Pro Rata Shares of all the outstanding Loans Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Pro Rata Share of any Loans Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate Federal Funds rate plus 50 basis points from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, . (pro rata, based on the respective Commitments of those Lenders electing to exercise such rightb) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share Pro Rata Share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (a) If for any reason any Lender (in each case, as determined by the Administrative Agent) (i) shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanRevolving Credit Loans, expenses or setoff (or purchase its Commitment Percentage of a “Delinquent Lender”) participation interest in the Swingline Loans or Letter of Credit Outstandings and such failure is not cured within ten one (101) days Business Day of receipt from the Administrative Agent of written notice thereof, (ii) shall fail, within three (3) Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its Commitments, (iii) has notified the Lead Borrower or the Administrative Agent or any other Lender that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit[ or], (iv) has, or has a direct or indirect parent that has, been deemed insolvent or become the subject of [a bankruptcy or insolvency proceeding or had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it]any proceeding under any Debtor Relief Law (or taken any action in furtherance of any such proceeding or appointment) or (v) become the subject of a Bail-In Action (each, a “Delinquent Lender”); provided that a Lender shall not be deemed a Delinquent Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority, then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersSecured Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Revolving Credit Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Revolving Credit Loans, interest, fees or otherwise, to the remaining non-delinquent Delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans Obligations (other than Other Liabilities) shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amounts payable to such Delinquent Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Delinquent Lender, be retained by the Administrative Agent as cash collateral and may be utilized for future funding obligations of the Delinquent Lender in respect of any Revolving Credit Loan or existing or future participating interest in any Swingline Loan or Letter of Credit. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Obligations (other than Other Liabilities), any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Revolving Default Rate from the date when originally due until the date upon which any such amounts are actually paid. Any payments, prepayments or other amounts paid or payable to a Delinquent Lender that are applied (or held) to pay amounts owed by a Delinquent Lender or to post cash collateral pursuant to this SECTION 8.16(a) shall be deemed paid to and redirected by that Delinquent Lender, and each Lender irrevocably consents hereto. (b) The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment without any further action by the Delinquent Lender for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) ), the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”)Credit Extensions. Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans Credit Extensions and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. The Borrowers may, on ten (10) days’ prior written notice to the Administrative Agent and such Delinquent Lender, replace such Delinquent Lender (in its capacity as a Lender) by causing such Delinquent Lender to (and such Delinquent Lender shall be obligated to) assign (with the assignment fee to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees. (c) During any period in which there is a Delinquent Lender, for purposes of computing the amount of the obligation of each non-Delinquent Lender to acquire, refinance or fund participations in Letters of Credit or Swingline Loans under this Agreement, the Commitment Percentage of each applicable non-Delinquent Lender holding a Tranche A Commitment or a FILO Commitment (as applicable) shall be computed without giving effect to the Tranche A Commitment or a FILO Commitment (as applicable) of that Delinquent Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Delinquent Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Delinquent Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the Tranche A Commitment or a FILO Commitment (as applicable) of that non-Delinquent Lender minus (2) the aggregate outstanding amount of the Credit Extensions of that Lender in respect of its Tranche A Commitment or FILO Commitment (as applicable). (d) At any time that there shall exist a Delinquent Lender, immediately upon the request of the Administrative Agent, an Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent cash collateral in an amount sufficient to cover all fronting exposure of such Person in respect of such Delinquent Lender (after giving effect to SECTION 8.16(c) and any cash collateral provided by the Delinquent Lender). (e) Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Commitment Percentage of a Loan Revolving Credit Loan, or its participation in Swingline Loans and Letters of Credit or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any LoanLoans, expenses or setoff (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents or to participate in proposing new Bid Rate Advances under Section 4.2A hereof shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Revolving Loan Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Revolving Loan Commitment to fund future Loans (the “"Future Commitment”"). Upon any such purchase of the pro rata share of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in future Revolving Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Loan Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any LoanLoans, expenses or setoff (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Loan Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund future Loans (the “"Future Commitment”"). Upon any such purchase of the pro rata share of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender (a) shall fail or refuse to abide by its material obligations under this Agreement, including including, without limitation limitation, its obligation to make available to the Administrative Agent its pro rata share Commitment Percentage of any LoanLoans, expenses or setoff (or purchase its Commitment Percentage of a “Delinquent Lender”) participation interest in the Swingline Loans or Letter of Credit Outstandings and such failure is not cured within ten (10) days of one Business Day after receipt from the Administrative Agent of written notice thereof, (b) shall fail, within three (3) Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its Commitments or (c) has, without cause, defaulted in fulfilling its obligations under one or more other syndicated credit facilities (unless such default is being disputed by such Lender in good faith) or has become the subject of a bankruptcy, insolvency or similar proceeding (each, a “Delinquent Lender”), then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersSecured Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure failure, refusal, insolvency or refusalproceeding (provided that the Commitment of such Delinquent Lender may not be increased or extended without the written consent of such Delinquent Lender), and (ii) a subject to the provisions of clause (iii) below, such Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties in connection with this Agreement, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amounts payable to such Delinquent Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Delinquent Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Delinquent Lender in respect of any Loan or existing or future participating interest in any Swingline Loan or Letter of Credit. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.10, from the date when originally due until the date upon which any such amounts are actually paid. . (a) The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment without any further action by the Delinquent Lender for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) ), the Delinquent Lender’s Commitment Commitment, to fund future Loans (the “Future Commitment”)Loans. Upon any such purchase of the pro rata share Commitment of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. . (b) Each Delinquent Lender shall indemnify Administrative Agent the Agents, each Issuing Bank which is not a Delinquent Lender and each non-delinquent Delinquent Lender from and against any and all loss, damage or expenses, including including, but not limited to to, reasonable attorneys’ fees and costs and funds advanced by Administrative Agent any Agent, any Issuing Bank which is not a Delinquent Lender or by any non-delinquent Delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Commitment Percentage of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (a) If for any reason any Lender shall become a Deteriorating Lender or shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanRevolving Loans, expenses or setoff or purchase its Commitment Percentage of a participation interest in the Swingline Loans or Letters of Credit (a “Delinquent Lender”) and such failure is not cured within ten two (102) days of Business Days after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Deteriorating Lender or Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal. Further, notwithstanding the provisions of Section 2.08 hereof, the Administrative Agent shall not be obligated to transfer to a Delinquent Lender any payments made by the Borrower to the Administrative Agent for the Delinquent Lender’s benefit or any proceeds of Collateral that would otherwise be remitted hereunder to the Delinquent Lender, and, in the absence of such transfer to the Delinquent Lender, the Administrative Agent shall transfer any such payments (i) first, to the Swingline Lender to the extent of any Swingline Loans that were made by the Swingline Lender and that were required to be, but were not, paid by the Delinquent Lender, (ii) second, to the Issuing Bank, to the extent of the portion of a Letter of Credit Disbursement that was required to be, but was not, paid by the Delinquent Lender, (iii) third, to each Non-Delinquent Lender ratably in accordance with their Commitments (but, in each case, only to the extent that such Delinquent Lender’s portion of a Loan (or other funding obligation) was funded by such other Non-Delinquent Lender), (iv) to the Cash Collateral Account, the proceeds of which shall be retained by the Administrative Agent and may be made available to be re-advanced to or for the benefit of the Borrower (upon the request of the Borrower and subject to the conditions set forth in Section 4.02) as if such Delinquent Lender had made its portion of the Loans (or other funding obligations) hereunder, and (iiv) a from and after the date on which all other Obligations have been paid in full, to such Delinquent Lender. Subject to the foregoing, the Administrative Agent may hold and, in its discretion, re-lend to the Borrower for the account of such Delinquent Lender the amount of all such payments received and retained by the Administrative Agent for the account of such Delinquent Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents (including the calculation of Commitment Percentages in connection therewith) and for the purpose of calculating the fees payable under Section 2.13 and 2.14, such Delinquent Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero; provided, that the foregoing shall not apply to any of the matters governed by subclauses (i), (ii) or (iii) under Section 9.02(b). The provisions of this Section 8.12 shall remain effective with respect to such Delinquent Lender until the earlier of (y) the date on which all of the Non-Delinquent Lenders, the Administrative Agent, the Issuing Bank, and the Borrower shall have assigned waived, in writing, the application of this Section 8.12 to such Delinquent Lender, or (z) the date on which such Delinquent Lender pays to the Administrative Agent all amounts owing by such Delinquent Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by the Administrative Agent, provides adequate assurance of its ability to perform its future obligations hereunder (on which earlier date, so long as no Event of Default has occurred and is continuing, any remaining cash collateral held by the Administrative Agent pursuant to Section 8.12(b) shall be released to the Borrower). The operation of this Section 8.12 shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Delinquent Lender or any other Lender of its duties and all payments due obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to the Administrative Agent, the Issuing Bank, the Swingline Lender, or to the Lenders other than such Delinquent Lender. Any failure by a Delinquent Lender to fund amounts that it from was obligated to fund hereunder shall constitute a material breach by such Delinquent Lender of this Agreement and shall entitle the Borrower, whether on account at their option, upon written notice to the Administrative Agent, to arrange for a substitute Lender to assume the Commitment of such Delinquent Lender, such substitute Lender to be reasonably acceptable to the Administrative Agent. In connection with the arrangement of such a substitute Lender, the Delinquent Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Assumption in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Loans, Obligations (including (1) all interest, fees (except any Commitment Fees or otherwiseLetter of Credit Fees not due to such Delinquent Lender in accordance with the terms of this Agreement), and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Applicable Percentage of its participation in the Letters of Credit); provided, that any such assumption of the Commitment of such Delinquent Lender shall not be deemed to constitute a waiver of any of the Credit Parties’ or the Loan Parties’ rights or remedies against any such Delinquent Lender arising out of or in relation to such failure to fund. In the event of a direct conflict between the priority provisions of this Section 8.12 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the remaining non-delinquent Lenders for application tofullest 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 reduction of, their proportionate shares provisions of the outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans this Section 8.12 shall have returned to those in effect immediately prior to such delinquency control and without giving effect to the nonpayment causing such delinquencygovern. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove above shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.11 hereof from the date when originally due until the date upon which any such amounts are actually paid. . (b) If any Swingline Loan or Letter of Credit is outstanding at the time that a Lender becomes a Delinquent Lender then: (i) such Delinquent Lender’s participation interest in any Swingline Loan or Letter of Credit shall be reallocated among the Non-Delinquent Lenders in accordance with their respective Applicable Percentages but only to the extent (x) the Outstanding Amount sum of all Non-Delinquent Lenders’ Credit Extensions after giving effect to such reallocation does not exceed the total of all Non-Delinquent Lenders’ Commitments and (y) the conditions set forth in Section 4.02 are satisfied at such time; (ii) if the reallocation described in clause (b)(i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Delinquent Lender’s participation in any outstanding Swingline Loans (after giving effect to any partial reallocation pursuant to clause (b)(i) above) and (y) second, cash collateralize such Delinquent Lender’s participation in Letters of Credit (after giving effect to any partial reallocation pursuant to clause (b)(i) above), pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, for so long as such L/C Bank Obligations are outstanding; provided, that the Borrower shall not be obligated to cash collateralize any Delinquent Lender’s participations in Letters of Credit if such Delinquent Lender is also the Issuing Bank; (iii) if the Borrower cash collateralizes any portion of such Delinquent Lender’s participation in Letters of Credit Exposure pursuant to this Section 8.12(b), the Borrower shall not be required to pay any Letter of Credit Fees to the Administrative Agent for the account of such Delinquent Lender pursuant to Section 2.07 with respect to such cash collateralized portion of such Delinquent Lender’s participation in Letters of Credit during the period such participation is cash collateralized; (iv) to the extent the participation by any Non-Delinquent Lender in the Letters of Credit is reallocated pursuant to this Section 8.12(b), then the Letter of Credit Fees payable to the Non-Delinquent Lenders pursuant to Section 2.07 shall be adjusted in accordance with such reallocation; (v) to the extent any Delinquent Lender’s participation in Letters of Credit is neither cash collateralized nor reallocated pursuant to this Section 8.12(b), then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all Letter of Credit Fees that would have otherwise been payable to such Delinquent Lender under Section 2.07 with respect to such portion of such participation shall instead be payable to the Issuing Bank until such portion of such Delinquent Lender’s participation is cash collateralized or reallocated; (vi) so long as any Lender is a Delinquent Lender, the Swingline Lender shall not be required to make any Swingline Loan and the Issuing Bank shall not be required to issue, amend, or increase any Letter of Credit, in each case, to the extent (x) the Delinquent Lender’s Applicable Percentage of such Swingline Loans or Letter of Credit cannot be reallocated pursuant to this Section 8.12(b) or (y) the Swingline Lender or the Issuing Bank, as applicable, has not otherwise entered into arrangements reasonably satisfactory to the Swingline Lender or the Issuing Bank, as applicable, and the Borrower to eliminate the Swingline Lender’s or Issuing Bank’s risk with respect to the Delinquent Lender’s participation in Swingline Loans or Letters of Credit; and (vii) The Administrative Agent may release any cash collateral provided by the Borrower pursuant to this Section 8.12(b) to the Issuing Bank and the Issuing Bank may apply any such cash collateral to the payment of such Delinquent Lender’s Commitment Percentage of any Letter of Credit Disbursement that is not reimbursed by the Borrower pursuant to Section 2.07. (c) The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Deteriorating Lender’s or Delinquent Lender’s Commitment to fund future Loans (the “Delinquent Lender’s Future Commitment”). Upon any such purchase of the pro rata share Commitment Percentage of any Deteriorating Lender’s or Delinquent Lender’s Future Commitment, the Deteriorating Lender’s or Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Deteriorating Lender’s or Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Deteriorating Lender and Delinquent Lender shall indemnify Administrative Agent the Agents and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Lender, on account of any a Deteriorating Lender’s or Delinquent Lender’s failure to timely fund its pro rata share Commitment Percentage of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanRevolving Loans, expenses or setoff or purchase its Commitment Percentage of a participation interest in the Swingline Loans or Letters of Credit (a “Delinquent Lender”) and such failure is not cured within ten (10) days of after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentage of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.11 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Delinquent Lender’s Future Commitment”). Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent the Agents and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Commitment Percentage of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (a) If for any reason any Lender (i) shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanRevolving Credit Loans, expenses or setoff (or purchase its Commitment Percentage of a “Delinquent Lender”) participation interest in the Swingline Loans or Letter of Credit Outstandings and such failure is not cured within ten one (101) days Business Day of receipt from the Administrative Agent of written notice thereof, (ii) shall fail, within three (3) Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its Commitments or (iii) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding (each, a “Delinquent Lender”), then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersSecured Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Revolving Credit Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Revolving Credit Loans, interest, fees or otherwise, to the remaining non-delinquent Delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans Obligations (other than Other Liabilities) shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amounts payable to such Delinquent Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Delinquent Lender, be retained by the Administrative Agent as cash collateral and may be utilized for future funding obligations of the Delinquent Lender in respect of any Revolving Credit Loan or existing or future participating interest in any Swingline Loan or Letter of Credit. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Obligations (other than Other Liabilities), any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. . (b) The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment without any further action by the Delinquent Lender for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) ), the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”)Credit Extensions. Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans Credit Extensions and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. The Borrowers may, on ten (10) days’ prior written notice to the Administrative Agent and such Delinquent Lender, replace such Delinquent Lender (in its capacity as a Lender) by causing such Delinquent Lender to (and such Delinquent Lender shall be obligated to) assign (with the assignment fee to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees. (c) Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Commitment Percentage of a Loan Revolving Credit Loan, or its participation in Swingline Loans and Letters of Credit or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (1) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Credit Agent its pro rata share of any LoanWarehousing Advances, expenses or setoff (a “Delinquent Lender”) and ), or, unless subject to a bona fide dispute shall fail or refuse to abide by any other of its obligations under this Agreement and, in any of the foregoing circumstances such failure or refusal is not cured within ten (10) days of after receipt from the Administrative Credit Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Credit Agent, other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding LoansWarehousing Advances, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. . (2) The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Warehousing Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Credit Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Credit Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents. (3) In the event that the non-delinquent Lenders elect not to acquire the Future Commitment, then, so long as no Default or Event of Default has occurred and is continuing, the Borrowers may either (i) demand that the Delinquent Lender, and upon such demand the Delinquent Lender shall, promptly assign its Commitment Percentage of the Loan to an Assignee subject to and in accordance with the provisions of Section 11.13(a) for a purchase price equal to the aggregate principal balance of the Loan then owing to the Delinquent Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Delinquent Lender, or (ii) pay to the Delinquent Lender the aggregate principal balance of the Loan then owing to the Delinquent Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Delinquent Lender, whereupon the Delinquent Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Credit Agent and the Delinquent Lender shall reasonably cooperate in effectuating the replacement of such Delinquent Lender under this Section, but at no time shall the Credit Agent, such Delinquent Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Assignee. The exercise by Borrowers of their rights under this Section shall be at Borrowers’ sole cost and expenses and at no cost or expense to the Credit Agent, the Delinquent Lender or any of the other Lenders.

Delinquent Lender. If for any reason any A Lender shall fail be deemed a “Delinquent Lender” hereunder (a) automatically and without further action by the Agent upon becoming an Impacted Lender, (b) by written notice from the Agent at any time such Lender has failed to make available to the Agent its pro rata share of any Loans in accordance with Section 11.2.1, or refuse (c) automatically and without further action by the Agent ten (10) days following written notice by the Agent that such Lender has failed or refused to abide by any of its other obligations under this Agreement, including without limitation its obligation to make available to Administrative the Agent its pro rata share of any Loan, expenses or setoff (a “Delinquent Lender”) setoff, and such failure is or refusal has not been cured within during such ten (10) days of receipt from the Administrative Agent of written notice thereof, thenday period. In any such case, in addition to the rights and remedies that may be available to Administrative the Agent, other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at in limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such time as such Lender is an Impacted Lender or such time as any such failure or refusalrefusal continues (the “Delinquency Period”), and (ii) a such Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments payments, the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and Delinquency Period and, if applicable, without giving effect to the nonpayment causing such delinquencyLender to be deemed a Delinquent Lender. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon either (y) (1) any such Impacted Lender no longer being an Impacted Lender (and not otherwise being a Delinquent Lender), and (2) the payment by the Delinquent Lender of its pro rata share of any Loans Loans, expenses or expenses setoffs as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid, and any late intraday reimbursement charge to be assessed by the Agent in accordance with Section 11.2.1, or (z) the affirmative consent of the Requisite Lenders. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Commitment Percentage of any Revolving Loans, expenses or setoff or purchase its pro rata share of any Loan, expenses or setoff a participation interest in the Swingline Loans (a “Delinquent Lender”) and such failure is not cured within ten one (101) days Business Day of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agentthe Agents, the other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at in limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusalrefusal (provided that no Delinquent Lender’s Commitment may be increased without its consent), and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amount payable to such Delinquent Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Delinquent Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Delinquent Lender in respect of any Loan or existing or future participating interest in any Swingline Loan or Letter of Credit. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.10 hereof from the date when originally due until the date upon which any such amounts are actually paid. . (b) The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Delinquent Lender’s Future Commitment”). Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent the Agents and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative the Agent its pro rata share Revolving Credit Commitment Percentage of any LoanRevolving Credit Loans, expenses or setoff or purchase its Revolving Credit Commitment Percentage of a participation interest in the Letters of Credit (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersCredit Parties, the Borrower Borrowers or any other party at law or in equity, and not at limitation thereof, (iA) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (iiB) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares Commitment Percentages of all the outstanding Loans Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (iA) and (iiB) hereinabove above shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 15(b) hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment without any further action by the Delinquent Lender for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) ), the Delinquent Lender’s 's Term Loan Commitment and the Delinquent Lender's Revolving Credit Commitment to fund future Loans (the “Future Commitment”)Revolving Credit Loans. Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s 's share in the Term Loan and in future Revolving Credit Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative the Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative the Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share Revolving Credit Commitment Percentage of a Revolving Credit Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanRevolving Credit Loans, expenses or setoff or purchase its Commitment Percentage of a participation interest in the Swingline Loans or Letter of Credit Outstandings (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersSecured Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the LoansObligations, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Revolving Credit Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans Obligations (other than Other Liabilities) shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Obligations (other than Other Liabilities), any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. . (b) The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment without any further action by the Delinquent Lender for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) ), the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”)Credit Extensions. Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans Credit Extensions and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. The Borrowers may, on ten (10) days’ prior written notice to the Administrative Agent and such Delinquent Lender, replace such Delinquent Lender (in its capacity as a Lender) by causing such Delinquent Lender to (and such Delinquent Lender shall be obligated to) assign (with the assignment fee to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees. (c) Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Commitment Percentage of a Revolving Credit Loan, or its participation in Swinglines Loan and Letters of Credit or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its each Revolving Credit Lender's obligation to make available to Administrative Agent its pro rata share Revolving Credit Commitment Percentage of any LoanRevolving Credit Loans, expenses or setoff or purchase its Revolving Credit Commitment Percentage of a participation interest in the Swingline Loans (a “"Delinquent Lender”) "), and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares Commitment Percentages of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in SECTION 2.10 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund future Loans (the “"Future Commitment”"). Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent the Agents and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share Commitment Percentage of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Commitment Percentage of any Revolving Loans, expenses or setoff or purchase its pro rata share of any Loan, expenses or setoff a participation interest in the Swingline Loans (a “Delinquent Lender”) and such failure is not cured within ten one (101) days Business Day of receipt from the Administrative Agent of written notice thereof, ,then, in addition to the rights and remedies that may be available to Administrative Agentthe Agents, the other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at in limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusalrefusal (provided that no Delinquent Lender’s Commitment may be increased without its consent), and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amount payable to such Delinquent Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Delinquent Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Delinquent Lender in respect of any Loan or existing or future participating interest in any Swingline Loan or Letter of Credit. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.10 hereof from the date when originally due until the date upon which any such amounts are actually paid. . (b) The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Delinquent Lender’s Future Commitment”). Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent the Agents and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender (herein, a “Delinquent Lender”) shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanRevolving Loans, expenses or setoff (or purchase its Commitment Percentage of a “Delinquent Lender”) participation interest in the Swingline Loans or Letters of Credit and such failure is not cured within ten (10) days of after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentage of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.10 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Delinquent Lender’s Future Commitment”). Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent the Agents and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Commitment Percentage of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Loan Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any LoanLoans, expenses or setoff (a “"Delinquent Lender”") and such failure is not cured within ten five (105) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Loan Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, with such Delinquent Lender's Commitment not being included when calculating any Required Lender or Unanimous Lender decision hereunder, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund future Loans (the “"Future Commitment”"). Upon any such purchase of the pro rata share of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Loan Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Pro Rata Share of any LoanLoan Advances, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten three (103) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at in limitation thereof, (ia) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the LoansLoan, this Loan Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (iib) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding LoansLoan, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares Pro Rata Shares of the outstanding Loans Loan until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Pro Rata Shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (ia) and (iib) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Pro Rata Share of any Loans the Loan or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such delinquent amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Pro Rata Shares of the Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans Loan Advances (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans Loan Advances and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptancea Substitution Agreement. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Pro Rata Share of a Loan Advance or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent or the Canadian Agent its pro rata share of any LoanRevolving Loans, expenses or setoff or purchase its pro rata share of a participation interest in the Swingline Loans (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent or the Canadian Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.12 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund future Loans (the “"Delinquent Lender's Future Commitment”"). Upon any such purchase of the pro rata share of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent the 104 Agents and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent or the Canadian Agent its pro rata share Domestic Commitment Percentage or Canadian Commitment Percentage, as applicable, of any LoanRevolving Credit Loans, expenses or setoff or purchase its Commitment Percentage of a participation interest in the Swingline Loans or Letter of Credit Outstandings (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersSecured Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in SECTION 2.12 from the date when originally due until the date upon which any such amounts are actually paid. . (b) The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment without any further action by the Delinquent Lender for no cash consideration, consideration (pro rata, based on the respective Domestic Commitments of those Domestic Lenders or Canadian Commitments of those Canadian Lenders as applicable, electing to exercise such right) ), the Delinquent Lender’s Domestic Commitment or Canadian Commitment, as applicable, to fund future Loans (the “Future Commitment”)Revolving Credit Loans. Upon any such purchase of the pro rata share Domestic Commitment Percentage or Canadian Commitment Percentage, as applicable, of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Revolving Credit Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. . (c) Each Delinquent Lender shall indemnify the Administrative Agent or the Canadian Agent, as applicable, and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Domestic Commitment Percentage or Canadian Commitment Percentage, as applicable, of a Revolving Credit Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason Subject to §2.12.2, any Lender shall fail that (a) has failed to (i) fund all or refuse any portion of its Loans within two Business Days of the date such Loans were required to abide by its obligations under this Agreement, including without limitation its obligation to make available to be funded hereunder unless such Lender notifies the Administrative Agent its pro rata share and the Borrowers in writing on or in advance of any Loan, expenses or setoff (a “Delinquent Lender”) and the applicable Funding Date that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not cured been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within ten two (102) days Business Days of receipt from the date when due, (b) has notified the Borrowers, the Administrative Agent, the L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent of written notice thereofor the Borrowers, then, to confirm in addition writing to the rights Administrative Agent and remedies the Borrowers that may it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be available a Delinquent Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative AgentAgent and the Borrowers), other Lendersor (d) has, the Borrower or any other party at law has a direct or in equity, and not at limitation thereofindirect parent company that has, (i) such Delinquent Lender’s right to participate in become the administration ofsubject of a proceeding under any Debtor Relief Law, or decision-making rights related to, the Loans, this Agreement or the other Credit Documents shall be suspended during the pendency of such failure or refusal, and (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Delinquent Lender solely by virtue of the ownership or acquisition of any Capital Stock in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Delinquent Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to have assigned any and all payments due be a Delinquent Lender (subject to it from the Borrower, whether on account §2.12.2) as of the outstanding Loansdate established therefor by the Administrative Agent in a written notice of such determination, interest, fees or otherwise, which shall be delivered by the Administrative Agent to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future CommitmentBorrowers, the Delinquent Lender’s share in future Loans and its rights under L/C Issuer, the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Swing Line Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent other Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Documentspromptly following such determination.

Delinquent Lender. (a) If for any reason any Lender (i) shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanRevolving Credit Loans, expenses or setoff (or purchase its Commitment Percentage of a “Delinquent Lender”) participation interest in the Swingline Loans or Letter of Credit Outstandings and such failure is not cured within ten one (101) days Business Day of receipt from the Administrative Agent of written notice thereof, (ii) shall fail, within three (3) Business Days after a written request by the Administrative Agent (a copy of which was sent to the Lead Borrower), to confirm that it will comply with the terms of this Agreement relating to its Commitments or (iii) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding (each, a “Delinquent Lender”), then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersSecured Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Revolving Credit Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Revolving Credit Loans, interest, fees or otherwise, to the remaining non-delinquent Delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans Obligations (other than Other Liabilities) shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent or the Lead Borrower (with the consent of the Administrative Agent, such consent not to be unreasonably withheld or delayed), any amounts payable to such Delinquent Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Delinquent Lender, be retained by the Administrative Agent as cash collateral, and may be utilized by the Administrative Agent, for future funding obligations of the Delinquent Lender in respect of any Revolving Credit Loan or existing or future participating interest in any Swingline Loan or Letter of Credit. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Obligations (other than Other Liabilities), any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. . (b) The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment without any further action by the Delinquent Lender for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) ), the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”)Credit Extensions. Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans Credit Extensions and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. The Borrowers may, on ten (10) days’ prior written notice to the Administrative Agent and such Delinquent Lender, replace such Delinquent Lender (in its capacity as a Lender) by causing such Delinquent Lender to (and such Delinquent Lender shall be obligated to) assign (with the assignment fee to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees. (c) Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Commitment Percentage of a Revolving Credit Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this the Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any Loan, expenses or setoff (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights to payments as set forth in clauses (i) and (ii) hereinabove shall be he restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund future Loans (the “"Future Commitment”"). Upon any such purchase of the pro rata share of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any an Delinquent Lender’s 's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Credit Agent its pro rata share of any LoanAdvances, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten (10) days of after receipt from the Administrative Credit Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Credit Agent, the other Lenders, the Borrower Company or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the LoansFacility, this Agreement or the other Credit Facility Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerCompany, whether on account of the outstanding LoansAdvances, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans Advances shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans Advances or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. . (b) The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Warehousing Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Warehousing Commitment to fund future Loans Advances (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans Advances and its rights under the Credit Facility Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Credit Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Credit Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share of a Loan an Advance or to otherwise perform its obligations under the Credit Facility Documents. (c) In the event that the non-delinquent Lenders elect not to acquire the Future Commitment, then, so long as no Default or Event of Default has occurred and is continuing, the Company may either (i) demand that the Delinquent Lender, and upon such demand the Delinquent Lender shall promptly, assign its Warehousing Commitment Percentage of the Facility to an Assignee subject to and in accordance with the provisions of Section 8.13(i) for a purchase price equal to the aggregate principal balance of the Facility then owing to the Delinquent Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Delinquent Lender, or (ii) only with the consent of the Credit Agent, pay to the Delinquent Lender the aggregate principal balance of the Facility then owing to the Delinquent Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Delinquent Lender, whereupon the Delinquent Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Facility Documents. Each of the Credit Agent and the Delinquent Lender shall reasonably cooperate in effectuating the replacement of such Delinquent Lender under this Section, but at no time shall the Credit Agent, such Delinquent Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Assignee. The exercise by the Company of its rights under this Section shall be at the Company’s sole cost and expenses and at no cost or expense to the Credit Agent, the Delinquent Lender or any of the other Lenders.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any LoanLoans, expenses or setoff (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Federal Funds Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund future Loans (the “"Future Commitment”"). Upon any such purchase of the pro rata share of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents."

Delinquent Lender. If for any reason Subject to §2.11.2, any Lender shall fail or refuse that, as determined by the Administrative Agent, (a) has failed to abide by perform any of its funding obligations under this Agreementhereunder, including without limitation in respect of its obligation Term Loans, within three (3) Business Days of the date required to make available to Administrative Agent its pro rata share of any Loanbe funded by it hereunder, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten shall continue for two (102) days of receipt from Business Days, unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of written notice thereofsuch Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, thentogether with any applicable default, shall be specifically identified in addition to the rights and remedies that may be available to Administrative Agentsuch writing) has not been satisfied, other Lenders, (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (unless such writing or public statement relates to such Lender’s obligation to fund a Term Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrowers, to confirm in writing to the Administrative Agent and the Borrowers that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Delinquent Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrowers), or (d) has, or has a direct or indirect parent company that has, other party at law than, in the case of either the Lender or in equitythe direct or indirect parent of such Lender, and not at limitation thereofan Undisclosed Administration, (i) such Delinquent Lender’s right to participate in become the administration ofsubject of a proceeding under any Debtor Relief Law, or decision-making rights related to, the Loans, this Agreement or the other Credit Documents shall be suspended during the pendency of such failure or refusal, and (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state, federal or national regulatory authority acting in such a capacity; provided that a Lender shall not be a Delinquent Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Delinquent Lender under any one or more of clauses (a) through (d) above, and of the Closing Date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to have assigned any and all payments due be a Delinquent Lender (subject to it from the Borrower, whether on account §2.12.2) as of the outstanding Loansdate established therefor by the Administrative Agent in a written notice of such determination, interest, fees or otherwise, which shall be delivered by the Administrative Agent to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future CommitmentBorrowers, the Delinquent Lender’s share in future Loans and its rights under L/C Issuer, the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Swing Line Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent other Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Documentspromptly following such determination.

Delinquent Lender. The Administrative Agent may assume that each lender will make its Revolving Credit Commitment Percentage of each Revolving Credit Loan available to the Administrative Agent on each funding date. If such Revolving Credit Commitment Percentage is not, in fact, paid to the Administrative Agent by such Lender when due, the Administrative Agent shall be entitled to recover such amount on demand from such Lender without setoff, counterclaim or deduction of any kind. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its each Revolving Credit Lender's obligation to make available to Administrative Agent its pro rata share Revolving Credit Commitment Percentage of any LoanRevolving Credit Loans, expenses or setoff or purchase its Revolving Credit Commitment Percentage of a participation interest in the Swingline Loans (a “"Delinquent Lender”) "), and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereofthereof the Administrative Agent shall promptly notify the Lead Borrower and the Borrowers shall immediately pay such amount to the Administrative Agent and, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Revolving Credit Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Revolving Credit Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Revolving Credit Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares Revolving Credit Commitment Percentages of all the outstanding Revolving Credit Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Revolving Credit Commitment Percentage of any Loans Revolving Credit Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in SECTION 2.10 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Revolving Credit Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Revolving Credit Commitment to fund future Revolving Credit Loans (the “"Future Commitment”"). Upon any such purchase of the pro rata share Revolving Credit Commitment Percentage of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in future Revolving Credit Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share Revolving Credit Commitment Percentage of a Revolving Credit Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Loan Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any LoanLoans, expenses or setoff (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Loan Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund future Loans (the “"Future Commitment”"). Upon any such purchase of the pro rata share of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Commitment Percentage of any Revolving Loans, expenses or setoff or purchase its pro rata share of any Loan, expenses or setoff a participation interest in the Swingline Loans (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at in limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.11 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Delinquent Lender’s Future Commitment”). Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent the Agents and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Revolving Credit Commitment Percentage of any LoanRevolving Credit Loans, expenses or setoff or purchase its Revolving Credit Commitment Percentage of a participation interest in the Swingline Loans (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersCredit Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in SECTION 2.11 hereof from the date when originally due until the date upon which any such amounts are actually paid. . (b) The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment, without any further action by the Delinquent Lender for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) ), of the Delinquent Lender’s Revolving Credit Commitment to fund future Loans (the “Future Commitment”)Revolving Credit Loans. Upon any such purchase of the pro rata share Revolving Credit Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Revolving Credit Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. . (c) Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Revolving Credit Commitment Percentage of a Revolving Credit Loan or to otherwise perform its obligations under the Credit Loan Documents.. 97

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Pro Rata Share of any the Term Loan, expenses or setoff (a “Delinquent Lender”"DELINQUENT LENDER") and such failure is not cured within ten (10) days of after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the LoansTerm Loan, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loansprincipal, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares Pro Rata Share of all the outstanding Loans Term Loan shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Pro Rata Share of the outstanding Term Loan, any Loans participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.05 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent the Agents and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share of a the Term Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata Pro Rata share of any LoanLoans, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata Pro Rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata Pro Rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rataPro Rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the a “Future Commitment”). Upon any such purchase of the pro rata Pro Rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata Pro Rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any Loan, expenses or setoff Agreement (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the LoansTerm Loan, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding LoansTerm Loan, interest, fees or otherwise, to the remaining non-delinquent Delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans Term Loan until, as a result of application of such assigned payments the Lenders’ respective pro rata shares percentage of all the outstanding Loans Term Loan shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share portion of the Term Loan, any Loans participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.10 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Documents.

Delinquent Lender. If for any reason any A Lender shall fail be deemed a “Delinquent Lender” hereunder (a) automatically and without further action by the Agent upon becoming an Impacted Lender, (b) by written notice from the Agent at any time such Lender has failed to make available to the Agent its pro rata share of any Loans in accordance with Section 11.2.1, or refuse (c) automatically and without further action by the Agent ten (10) days following written notice by the Agent that such Lender has failed or refused to abide by any of its other obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any LoanAdvances, expenses or setoff (a “Delinquent Lender”) setoff, and such failure is or refusal has not been cured within during such ten (10) days of receipt from the Administrative Agent of written notice thereof, thenday period. In any such case, in addition to the rights and remedies that may be available to Administrative the Agent, other Lenders, the Borrower or any other party at law or in equity, and not at in limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such time as such Lender is an Impacted Lender or such time as any such failure or refusalrefusal continues (the “Delinquency Period”), and (ii) a such Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments payments, the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and Delinquency Period and, if applicable, without giving effect to the nonpayment causing such delinquencyLender to be deemed a Delinquent Lender. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon either (y) (1) any such Impacted Lender no longer being an Impacted Lender (and not otherwise being a Delinquent Lender), and (2) the payment by the Delinquent Lender of its pro rata share of any Loans Loans, expenses or expenses setoffs as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid, and any late intraday reimbursement charge to be assessed by the Agent in accordance with Section 11.2.1, or (z) the affirmative consent of the Requisite Lenders. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans Advances (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans Advances and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Documents.if

Delinquent Lender. If for any reason any Lender shall fail or refuse Notwithstanding anything to abide by its obligations under the contrary contained in this Agreement, including without limitation its obligation any Lender that fails to make available to the Administrative Agent its pro rata share of any Loan, expenses or setoff Revolving Credit Loan when and to the full extent required by the provisions of this Agreement shall be deemed delinquent (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Documents shall be suspended during the pendency of deemed a Delinquent Lender until such failure or refusal, and (ii) a time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate respective pro rata shares of all outstanding Revolving Credit Loans. The Delinquent Lender hereby authorizes the Administrative Agent to distribute such payments to the non-delinquent Lenders in proportion to their respective pro rata shares of all outstanding Loans untilRevolving Credit Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of such the assigned payments to all outstanding Revolving Credit Loans of the non-delinquent Lenders, the Lenders’ ' respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this the Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any Loan, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any an Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason Subject to §2.11.2, any Lender shall fail or refuse that, as determined by the Administrative Agent, (a) has failed to abide by perform any of its funding obligations under this Agreementhereunder, including without limitation in respect of its obligation Revolving Credit Loans or participations in respect of Letters of Credit or Swing Line Loans, within three (3) Business Days of the date required to make available to Administrative Agent its pro rata share of any Loanbe funded by it hereunder, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten shall continue for two (102) days of receipt from Business Days, (b) has notified the Borrower or the Administrative Agent of written notice thereofthat it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, then(c) has failed, in addition to within three Business Days after request by the rights and remedies that may be available to Administrative Agent, other Lenders, to confirm in a manner satisfactory to the Borrower or any other party at law or in equityAdministrative Agent that it will comply with its funding obligations, and not at limitation thereofsuch failure shall continue for two (2) Business Days, or (d) has, or has a direct or indirect parent company that has, (i) such Delinquent Lender’s right to participate become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in the administration furtherance of, or decision-making rights related indicated its consent to, the Loans, this Agreement approval of or the other Credit Documents acquiescence in any such proceeding or appointment; provided that a Lender shall not be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account solely by virtue of the outstanding Loans, interest, fees ownership or otherwise, acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority. Direct Finance Leases. Leases pursuant to which any Person leases Equipment to a lessee and (a) the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares terms of such lease provide that title to such Equipment will pass to such lessee at the end of the outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans lease term automatically or expenses as to which it is delinquent, together with interest thereon at the Default Rate from option of the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire lessee for no cash consideration, (pro rata, based on additional consideration or for consideration so nominal that the respective Commitments of those Lenders electing lessee would be economically compelled to exercise such rightoption and (b) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase interest component of the pro rata share proceeds of any Delinquent Lendersuch lease are booked on such Person’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender financial statements as “Income from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit DocumentsDirect Finance Leases.”

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this the Agreement, including without limitation its obligation to make available to the Administrative Agent its pro rata share of any Loan, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loansany Loan, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights to payments as set forth in clauses 1097265.4 (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any the Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund any future Loans Loan (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in any future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any an Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this the Agreement, including without limitation its obligation to make available to the Administrative Agent its pro rata share of any Loan, expenses or setoff (a “Delinquent Lender”"DELINQUENT LENDER") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loansany Loan, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any the Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund any future Loans Loan (the “Future Commitment”"FUTURE COMMITMENT"). Upon any such purchase of the pro rata share of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in any future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any an Delinquent Lender’s 's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanRevolving Loans, expenses or setoff or purchase its Commitment Percentage of a participation interest in the Swingline Loans (a “Delinquent Lender”) and such failure is not cured within ten (10) days of after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentage of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.11 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Delinquent Lender’s Future Commitment”). Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent the Agents and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Commitment Percentage of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (a) If for any reason any Lender (in each case, as determined by the Administrative Agent) (i) shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanRevolving Credit Loans, expenses or setoff (or purchase its Commitment Percentage of a “Delinquent Lender”) participation interest in the Swingline Loans or Letter of Credit Outstandings and such failure is not cured within ten one (101) days Business Day of receipt from the Administrative Agent of written notice thereof, (ii) shall fail, within three (3) Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its Commitments, (iii) has notified the Lead Borrower or the Administrative Agent or any other Lender that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit or (iv) has, or has a direct or indirect parent has, been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding or had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it (or taken any action in furtherance of any such proceeding or appointment) (each, a “Delinquent Lender”); provided that a Lender shall not be deemed a Delinquent Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority, then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersSecured Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Revolving Credit Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Revolving Credit Loans, interest, fees or otherwise, to the remaining non-delinquent Delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans Obligations (other than Other Liabilities) shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amounts payable to such Delinquent Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Delinquent Lender, be retained by the Administrative Agent as cash collateral and may be utilized for future funding obligations of the Delinquent Lender in respect of any Revolving Credit Loan or existing or future participating interest in any Swingline Loan or Letter of Credit. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Obligations (other than Other Liabilities), any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. Any payments, prepayments or other amounts paid or payable to a Delinquent Lender that are applied (or held) to pay amounts owed by a Delinquent Lender or to post cash collateral pursuant to this SECTION 8.16(a) shall be deemed paid to and redirected by that Delinquent Lender, and each Lender irrevocably consents hereto. (b) The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment without any further action by the Delinquent Lender for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) ), the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”)Credit Extensions. Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans Credit Extensions and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. The Borrowers may, on ten (10) days’ prior written notice to the Administrative Agent and such Delinquent Lender, replace such Delinquent Lender (in its capacity as a Lender) by causing such Delinquent Lender to (and such Delinquent Lender shall be obligated to) assign (with the assignment fee to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees. (c) During any period in which there is a Delinquent Lender, for purposes of computing the amount of the obligation of each non-Delinquent Lender to acquire, refinance or fund participations in Letters of Credit or Swingline Loans under this Agreement, the Commitment Percentage of each applicable non-Delinquent Lender holding a Tranche A Commitment or a FILO Commitment (as applicable) shall be computed without giving effect to the Tranche A Commitment or a FILO Commitment (as applicable) of that Delinquent Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Delinquent Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Delinquent Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the Tranche A Commitment or a FILO Commitment (as applicable) of that non-Delinquent Lender minus (2) the aggregate outstanding amount of the Credit Extensions of that Lender in respect of its Tranche A Commitment or FILO Commitment (as applicable). (d) At any time that there shall exist a Delinquent Lender, immediately upon the request of the Administrative Agent, an Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent cash collateral in an amount sufficient to cover all fronting exposure of such Person in respect of such Delinquent Lender (after giving effect to SECTION 8.16(c) and any cash collateral provided by the Delinquent Lender). (e) Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Commitment Percentage of a Loan Revolving Credit Loan, or its participation in Swingline Loans and Letters of Credit or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any Loan, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten five (105) days Business Days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to lo participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to lo the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date xxxx when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the tie Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any an Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any LoanRevolving Loans, expenses or setoff or purchase its pro rata share of a participation interest in the Swingline Loans (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.12 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund future Loans (the “"Delinquent Lender's Future Commitment”"). Upon any such purchase of the pro rata share of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent the Agents and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanRevolving Loans, expenses or setoff or purchase its Commitment Percentage of a participation interest in the Swingline Loans (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares Commitment Percentages of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.10 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Loan Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any LoanLoans, expenses or setoff (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the each Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Loan Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the each Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Commitment Percentage of any Revolving Loans, expenses or setoff or purchase its pro rata share of any Loan, expenses or setoff a participation interest in the Swingline Loans (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a 114 Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares Commitment Percentages of all the outstanding Loans Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.11 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund future Loans (the “"Delinquent Lender's Future Commitment”"). Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent the Agents and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (a) If for any reason any Lender (a) shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanRevolving Credit Loans, expenses or setoff (or purchase its Commitment Percentage of a “Delinquent Lender”) participation interest in the Swingline Loans or Letters of Credit and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, (b) has notified the Administrative Agent in writing that it does not intend to satisfy any such obligation, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding (any such Lender, a “Delinquent Lender”), then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersCredit Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amount payable to a Delinquent Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Delinquent Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Delinquent Lender in respect of any Loan or existing or future participating interest in any Swingline Loan or Letter of Credit. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i), (ii) and (iiiii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in SECTION 2.12 from the date when originally due until the date upon which any such amounts are actually paid. . (b) The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment without any further action by the Delinquent Lender for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) ), the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”)Revolving Credit Loans. Upon any such purchase of the pro rata share Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Revolving Credit Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. . (c) Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Commitment Percentage of a Revolving Credit Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Loan Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any LoanLoans, expenses or setoff (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loans, this Loan Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund future Loans (the “"Future Commitment”"). Upon any such purchase of the pro rata share of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s 's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this the Agreement, including without limitation its obligation to make available to the Administrative Agent its pro rata share of any Loan, expenses or setoff (a “Delinquent Lender”"DELINQUENT LENDER") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-making rights related to, the Loansany Loan, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights to payments as set forth in clauses clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any the Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund any future Loans Loan (the “Future Commitment”"FUTURE COMMITMENT"). Upon any such purchase of the pro rata share of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in any future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any an Delinquent Lender’s 's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. (a) If for any reason any Lender with a Commitment shall (x) fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Applicable Percentage of any LoanLoans, fees, expenses or setoff or purchase its Applicable Percentage of a participation interest in the L/C Exposure or (y) have notified the Borrower or any other Loan Party in writing, or made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement or any other syndicated credit facility (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersCredit Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the LoansObligations, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusalrefusal and the Exposure and unused Commitments of any Delinquent Lender shall be excluded for purposes of making a determination of Required Lenders, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders with a Commitment for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the such Lenders’ respective pro rata shares Applicable Percentages of all the outstanding Loans Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquencydelinquency and (iii) at the option of the Administrative Agent, any amount payable to such Delinquent Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Delinquent Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Delinquent Lender in respect of any Loan or existing or future participating interest in any Letter of Credit. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Applicable Percentage of any Loans Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.12(c) hereof from the date when originally due until the date upon which any such amounts are actually paid. . (b) The non-delinquent Lenders Company or the Administrative Agent shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment, without any further action by a Delinquent Lender or Deteriorating Lender, for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the ), of a Delinquent Lender’s or Deteriorating Lender’s Commitment to fund future Loans (the “Future Commitment”)or participations in Letters of Credit. Upon any such purchase of the pro rata share Applicable Percentage of any Delinquent Lender or Deteriorating Lender’s Future Commitment, the Delinquent Lender’s or Deteriorating Lender’s share in future Loans Credit Extensions and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender or Deteriorating Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. ; provided that such termination and assignment will not be deemed to be a waiver or release of any claim the Loan Parties, the Administrative Agent, the Issuing Bank or any Lender may have against such Delinquent Lender or Deteriorating Lender. (c) Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable and documented attorneys’ fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Applicable Percentage of a Loan or to otherwise perform its obligations under the Credit Loan Documents. (d) Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Delinquent Lender or a Deteriorating Lender, then the following provisions shall apply for so long as such Lender is a Delinquent Lender or Deteriorating Lender: (i) fees shall cease to accrue on the unfunded portion of the Commitment of such Delinquent Lender or Deteriorating Lender pursuant to Section 2.11(b); (ii) if any L/C Exposure exists at the time such Lender becomes a Delinquent Lender or Deteriorating Lender then: (A) all or any part of the L/C Exposure of such Delinquent Lender or Deteriorating Lender shall be reallocated among the Revolving Lenders that are not Delinquent Lenders and not Deteriorating Lenders (the “Performing Lenders”) in accordance with their respective Applicable Revolving Percentages but only to the extent the sum of all Performing Lenders’ Revolving Exposures plus such Delinquent Lender’s or Deteriorating Lender’s L/C Exposure does not exceed the total of all Performing Lenders’ Revolving Commitments; (B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, the Borrowers shall within one Business Day following notice by the Administrative Agent Cash Collateralize for the benefit of the Issuing Bank only the Borrowers’ obligations corresponding to such Delinquent Lender’s or Deteriorating Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with the procedures set forth in Section 2.05(j) for so long as such L/C Exposure is outstanding; (C) if the Borrowers Cash Collateralize any portion of such Delinquent Lender’s or Deteriorating Lender’s L/C Exposure pursuant to clause (B) above, the Borrowers shall not be required to pay any fees to such Delinquent Lender or Deteriorating Lender pursuant to Section 2.11(c) with respect to such Defaulting Lender’s L/C Exposure during the period such Delinquent Lender’s or Deteriorating Lender’s L/C Exposure is Cash Collateralized; (D) if the L/C Exposure of the Performing Lenders is reallocated pursuant to clause (A) above, then the fees payable to the Revolving Lenders pursuant to Section 2.11(b) and 2.11(c) shall be adjusted in accordance with such Performing Lenders’ Applicable Percentages; and (E) if all or any portion of such Delinquent Lender’s or Deteriorating Lender’s L/C Exposure is neither reallocated nor Cash Collateralized pursuant to clause (A) or (B) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all fees that otherwise would have been payable to such Delinquent Lender or Deteriorating Lender pursuant to Section 2.11(b) (solely with respect to the portion of such Delinquent Lender’s or Deteriorating Lender’s Commitment that was utilized by such L/C Exposure) and letter of credit fees payable under Section 2.11(c) with respect to such Delinquent Lender’s or Deteriorating Lender’s L/C Exposure shall be payable to the Issuing Bank until and to the extent that such L/C Exposure is reallocated and/or Cash Collateralized. (iii) so long as such Lender is a Delinquent Lender or Deteriorating Lender, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Delinquent Lender’s or Deteriorating Lender’s then outstanding L/C Exposure will be 100% covered by the Commitments of the Performing Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 2.05(j), and any newly issued or increased Letter of Credit shall be allocated among Performing Lenders in a manner consistent with Section 8.14(d)(ii)(A) (and such Delinquent Lender or Deteriorating Lender shall not participate therein).

Delinquent Lender. (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Revolving Credit Commitment Percentage of any LoanRevolving Credit Loans, expenses or setoff or purchase its Revolving Credit Commitment Percentage of a participation interest in the Swingline Loans (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, the other LendersCredit Parties, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans Obligations until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentages of all the outstanding Loans Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in SECTION 2.11 hereof from the date when originally due until the date upon which any such amounts are actually paid. . (b) The non-delinquent Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire cause the termination and assignment, without any further action by the Delinquent Lender for no cash consideration, consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) ), of the Delinquent Lender’s Revolving Credit Commitment to fund future Loans (the “Future Commitment”)Revolving Credit Loans. Upon any such purchase of the pro rata share Revolving Credit Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Revolving Credit Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. . (c) Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share Revolving Credit Commitment Percentage of a Revolving Credit Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall become a Deteriorating Lender or shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share Commitment Percentage of any LoanRevolving Loans, expenses or setoff or purchase its Commitment Percentage of a participation interest in the Swingline Loans or Letters of Credit (a “Delinquent Lender”) and such failure is not cured within ten two (102) days of Business Days after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative AgentAgents, other Lenders, the Borrower Loan Parties or any other party at law or in equity, and not at limitation thereof, (i) such Deteriorating Lender or Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerLoan Parties, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares Commitment Percentage of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amount payable to such Deteriorating Lender or Delinquent Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Deteriorating Lender or Delinquent Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Deteriorating Lender or Delinquent Lender in respect of any Loan or existing or future participating interest in any Swingline Loan or Letter of Credit. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share Commitment Percentage of any Loans Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate rate set forth in Section 2.11 hereof from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Deteriorating Lender’s or Delinquent Lender’s Commitment to fund future Loans (the “Delinquent Lender’s Future Commitment”). Upon any such purchase of the pro rata share Commitment Percentage of any Deteriorating Lender’s or Delinquent Lender’s Future Commitment, the Deteriorating Lender’s or Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Deteriorating Lender’s or Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Deteriorating Lender and Delinquent Lender shall indemnify Administrative Agent the Agents and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative any Agent or by any non-delinquent Lender, on account of any a Deteriorating Lender’s or Delinquent Lender’s failure to timely fund its pro rata share Commitment Percentage of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall (a) become an Impacted Lender or (b) fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any LoanLoans, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereofthereof (collectively, a “Delinquent Lender”), then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at in limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon either (y) (1) any such Impacted Lender no longer being an Impacted Lender (and not otherwise being a Delinquent Lender), and (2) the payment by no later than the end of the cure period set forth above in this paragraph by the Delinquent Lender of its pro rata share of any Loans Loans, expenses or expenses setoffs as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid, or (z) the affirmative consent of the Requisite Lenders. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this Loan Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any LoanLoans, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Loan Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the all outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Loan Documents.

Delinquent Lender. If for any reason any Lender shall fail or refuse to abide by its obligations under this the Agreement, including without limitation its obligation to make available to the Administrative Agent its pro rata share of any the Loan, expenses or setoff (a “"Delinquent Lender”") and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower Borrowers or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s 's right to participate in the administration of, or decision-decision- making rights related to, the LoansLoan, this Agreement or the other Credit Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the BorrowerBorrowers, whether on account of the outstanding LoansLoan, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans Loan until, as a result of application of such assigned payments the Lenders’ ' respective pro rata shares of all the outstanding Loans Loan shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s 's decision-making and participation rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans the Loan or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s 's Commitment to fund any future Loans Loan (the “"Future Commitment”"). Upon any such purchase of the pro rata share of any Delinquent Lender’s 's Future Commitment, the Delinquent Lender’s 's share in any future Loans Loan and its rights under the Credit Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ ' fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any an Delinquent Lender’s 's failure to timely fund its pro rata share of a Loan Advance or to otherwise perform its obligations under the Credit Loan Documents.