Common use of Delinquent Lender Clause in Contracts

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 applicable Aggregate Exposure Percentage of any Loans, 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 the other Credit Parties, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The 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 applicable Aggregate Exposure Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof from the date when originally due until the date upon which any such amounts are actually paid.

Delinquent Lender. (a) 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 the Administrative Agent its applicable Aggregate Exposure Percentage pro rata share of any Loans, 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 the Administrative Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 funds advanced by Administrative Agent or by any non-delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Percentage pro rata share of any LoansLoan, 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 the Administrative Agent, other Credit PartiesLenders, the Loan Parties 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 Loan 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 Loan PartiesBorrower, 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 all the outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages pro rata shares of all the outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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. (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 applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the other Credit Secured Parties, the 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 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 133 payments due to it from the Loan Parties, whether on account of outstanding Revolving Credit Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Commitment Percentages of all outstanding 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsObligations (other than Other Liabilities), any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof Default Rate from the date when originally due until the date upon which any such amounts are actually paid.

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 applicable Aggregate Exposure Commitment Percentage of any Loans, 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 the other Credit Parties, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Commitment Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. 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 applicable Aggregate Exposure Commitment Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section SECTION 2.05 hereof from the date when originally due until the date upon which any such amounts are actually paid.

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 applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the other Credit Secured Parties, the 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 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 Loan Parties, whether on account of outstanding Revolving Credit Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Commitment Percentages of all outstanding 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsObligations (other than Other Liabilities), any participation obligation, or expenses as to which it is delinquent, together with interest thereon at 141 the rate set forth in Section 2.05 hereof Default Rate from the date when originally due until the date upon which any such amounts are actually paid.

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 the Administrative Agent its applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the other Credit Secured Parties, the 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 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 Loan Parties, whether on account of 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 all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Commitment Percentages of all outstanding 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsObligations (other than Other Liabilities), any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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.

Delinquent Lender. (a1) 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 Credit Agent its applicable Aggregate Exposure Percentage pro rata share of any LoansWarehousing 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 the Credit Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower, whether on account of outstanding LoansWarehousing Advances, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof Default Rate from the date when originally due until the date upon which any such amounts are actually paid.

Delinquent Lender. (a1) 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 the Administrative Agent its applicable Aggregate Exposure Commitment Percentage of any LoansWarehousing 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 the Administrative Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower 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 all the outstanding Obligations Loan until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Commitment Percentages of all the outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsWarehousing Advances, any participation obligation, expenses or expenses setoff as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof Default Rate from the date when originally due until the date upon which any such amounts are actually paid.

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 applicable Aggregate Exposure Revolving Credit Commitment Percentage of any Revolving 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 the other Credit Parties, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Commitment Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. 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 applicable Aggregate Exposure Commitment Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 SECTION 2.11 hereof from the date when originally due until the date upon which any such amounts are actually paid.

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 applicable Aggregate Exposure Revolving Loan Credit Commitment Percentage of any Revolving 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 the Agents, other Credit PartiesLenders, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages Commitment Percentage of all outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 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. Upon any such purchase of the Commitment Percentage of any Delinquent Lender’s future commitment, the Delinquent Lender’s share in future Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the 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 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 funds advanced by any Agent or by any non-Delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its Commitment Percentage of a Loan or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Commitment Percentage of any Loansthe 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 Agent, the other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower, 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 all the outstanding Obligations Facility until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages pro rata shares of all the outstanding Obligations 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 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, the Facility or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 Advances and its rights under the 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 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 funds advanced by Agent or by any non-delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its Commitment Percentage of an Advance or to otherwise perform its obligations under the Loan Documents.

Delinquent Lender. (ai) 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 applicable Aggregate Exposure Percentage pro rata share of any Loans, 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 the Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any ObligationsLoans, any participation obligation, expenses or expenses setoffs as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof Default Rate from the date when originally due until the date upon which any such amounts are actually paid.

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 applicable Aggregate Exposure Percentage pro rata share of any Loans, 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 the Administrative Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrowers, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 funds advanced by Administrative Agent or by any non-delinquent Lender, on account of a Delinquent Lender's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Loan Documents.

Delinquent Lender. (a) 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 applicable Aggregate Exposure Percentage pro rata share of any LoansLoan, 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 the Administrative Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower, 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 all the outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages pro rata shares of all the outstanding Obligations 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 he restored only upon the payment by the Delinquent Lender of its applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 funds advanced by Administrative Agent or by any non-delinquent Lender, on account of an Delinquent Lender's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Term Loan A Commitment Percentage of any Loansthe 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 the Agents, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrowers, whether on account of outstanding Term Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Term Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Term Loan A Commitment Percentages of all the outstanding Obligations 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 applicable Aggregate Exposure Term Loan A Commitment Percentage or Term Loan B Commitment Percentage, as applicable, of any ObligationsTerm Loan, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 2.5 hereof from the date when originally due until the date upon which any such amounts are actually paid.

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 applicable Aggregate Exposure Domestic Commitment Percentage or Canadian Commitment Percentage, as applicable, of any Revolving 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 158 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 the other Credit Secured Parties, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Commitment Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of 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 applicable Aggregate Exposure Commitment Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof SECTION 2.12, from the date when originally due until the date upon which any such amounts are actually paid.

Delinquent Lender. A Lender shall be deemed a “Delinquent Lender” hereunder (a) If for automatically and without further action by the Agent upon becoming an Impacted Lender, (b) by written notice from the Agent at any reason 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 (c) automatically and without further action by the Agent ten (10) days following written notice by the Agent that such Lender shall fail has failed or refuse refused to abide by any of its other obligations under this Agreement, including without limitation its obligation to make available to the Administrative Agent its applicable Aggregate Exposure Percentage pro rata share of any Loans, 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 the Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrowers, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments payments, the Lenders’ respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any ObligationsLoans, any participation obligation, expenses or expenses setoffs as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 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 funds advanced by Agent or by any non-delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Percentage Pro Rata Share of any Loansthe 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 the Agents, other Credit PartiesLenders, the 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 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 Loan Parties, whether on account of outstanding Loansprincipal, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages Pro Rata Share of all the outstanding Obligations 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 applicable Aggregate Exposure Percentage Pro Rata Share of any Obligationsthe outstanding Term Loan, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the 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. Each Delinquent Lender shall indemnify 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 funds advanced by any Agent or by any non-delinquent Lender, on account of a Delinquent Lender's failure to timely fund its share of the Term Loan or to otherwise perform its obligations under the Loan Documents.

Delinquent Lender. (a) 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 the Administrative Agent its applicable Aggregate Exposure Percentage pro rata share of any Loans, 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 the Administrative Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 funds advanced by Administrative Agent or by any non-delinquent Lender, on account of a Delinquent Lender's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Loan Documents.

Delinquent Lender. (a) 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 the Administrative Agent its applicable Aggregate Exposure Percentage Pro Rata Share of any LoansLoan 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 the Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower, 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 all the outstanding Obligations Loan until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages Pro Rata Shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage Pro Rata Share of any Obligations, any participation obligation, the Loan or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 Loan Advances and its rights under the 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, a Substitution Agreement. Each Delinquent Lender shall indemnify 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 funds advanced by Agent or by any non-delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its Pro Rata Share of a Loan Advance or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the other Credit Secured Parties, the 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 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 Loan Parties, whether on account of outstanding Revolving Credit Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Commitment Percentages of all outstanding 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsObligations (other than Other Liabilities), any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof Default Rate from the date when originally due until the date upon which any such amounts are actually paid.

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 applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the Agents, other Credit PartiesLenders, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages Commitment Percentage of all outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 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 Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the 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 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 funds advanced by any Agent or by any non-delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its Commitment Percentage of a Loan or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the Agents, other Credit PartiesLenders, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages Commitment Percentage of all outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 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 Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the 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 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 funds advanced by any Agent or by any non-delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its Commitment Percentage of a Loan or to otherwise perform its obligations under the 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 Credit Agent its applicable Aggregate Exposure Percentage pro rata share of any LoansAdvances, 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 Credit Agent, the other Credit PartiesLenders, the Loan Parties 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 Loan 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 Loan PartiesCompany, whether on account of outstanding LoansAdvances, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, Advances or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof Default Rate from the date when originally due until the date upon which any such amounts are actually paid.

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 applicable Aggregate Exposure Applicable Percentage of any Loans, 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 the other Credit Parties, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The 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 applicable Aggregate Exposure Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 SECTION 2.13(c) hereof from the date when originally due until the date upon which any such amounts are actually paid.

Delinquent Lender. (a) 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 the Administrative Agent its applicable Aggregate Exposure Percentage pro rata share of any Loans, 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 the Administrative Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan Partieseach Borrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 funds advanced by Administrative Agent or by any non-delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the 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 the Administrative Agent its applicable Aggregate Exposure Revolving Loan Commitment Percentage of any Revolving 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 the other Credit PartiesAgents, the Revolving Loan Lenders, the 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 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 any be a “Revolving Loan Lender” and all payments due to it from the such Revolving Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights Revolving Loan Commitment shall be deemed to payments as set forth in clauses be zero; provided, that the foregoing shall not apply to any of the 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 applicable Aggregate Exposure Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof from (y) the date when originally due until on which all of the date upon which any Non-Delinquent Lenders, the Administrative Agent, the Issuing Bank, and the Borrower shall have waived, in writing, the application of this Section 8.12 to such amounts are actually paid.Delinquent 141

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 or the Canadian Agent its applicable Aggregate Exposure Percentage pro rata share of any Revolving 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 the Agents, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrowers, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 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 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 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 funds advanced by any Agent or by any non-delinquent Lender, on account of a Delinquent Lender's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the 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 or the Canadian Agent its applicable Aggregate Exposure Domestic Commitment Percentage or Canadian Commitment Percentage, as applicable, of any Revolving 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 the other Credit Secured Parties, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Commitment Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. 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 applicable Aggregate Exposure Commitment Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof SECTION 2.12 from the date when originally due until the date upon which any such amounts are actually paid.

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 the Administrative Agent its applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the Agents, other Credit PartiesLenders, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages Commitment Percentage of all outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 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 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 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 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 funds advanced by any Agent or by any non-delinquent Lender, on account of a Deteriorating Lender’s or Delinquent Lender’s failure to timely fund its Commitment Percentage of a Loan or to otherwise perform its obligations under the Loan Documents.

Delinquent Lender. (a) 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 the Administrative Agent its applicable Aggregate Exposure Percentage pro rata share of any Loans, 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 the Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrowers, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 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 funds advanced by Agent or by any non-delinquent Lender, on account of a Delinquent Lender's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Loan Documents.

Delinquent Lender. (a) 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 the Administrative Agent its applicable Aggregate Exposure Percentage pro rata share of any Loans, 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 the Administrative Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 funds advanced by Administrative Agent or by any non-delinquent Lender, on account of a Delinquent Lender's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Revolving Credit Commitment Percentage of any Revolving 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 the other Credit Parties, the Loan Parties 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 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 Loan PartiesBorrowers, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Commitment Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. 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 applicable Aggregate Exposure Commitment Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 15(b) 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 cause the termination and assignment without any further action by the Delinquent Lender for no cash consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right), the Delinquent Lender's Term Loan Commitment and the Delinquent Lender's Revolving Credit Commitment to fund future Revolving Credit Loans. Upon any such purchase of the Commitment Percentage of any Delinquent Lender, the Delinquent Lender's share in the Term Loan and in future Revolving Credit Loans and its rights under the 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 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 funds advanced by the Agent or by any non-delinquent Lender, on account of a Delinquent Lender's failure to timely fund its Revolving Credit Commitment Percentage of a Revolving Credit Loan or to otherwise perform its obligations under the Loan Documents.

Delinquent Lender. (a1) 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 the Administrative Agent its applicable Aggregate Exposure Percentage pro rata share of any Loans, 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 the Administrative Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower 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 all the outstanding Obligations Loan until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Commitment Percentages of all the outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsWarehousing Advances, any participation obligation, expenses or expenses setoff as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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.

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 its applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the other Credit Secured Parties, the 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 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 Loan Parties, whether on account of 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 all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Commitment Percentages of all outstanding 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsObligations (other than Other Liabilities), any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof Default Rate from the date when originally due until the date upon which any such amounts are actually paid.

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 applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the Agents, other Credit PartiesLenders, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages Commitment Percentage of all outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 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. Upon any such purchase of the Commitment Percentage of any Delinquent Lender’s future commitment, the Delinquent Lender’s share in future Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the 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 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 funds advanced by any Agent or by any non-delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its Commitment Percentage of a Loan or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Percentage pro rata share of any Loans, 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 the Administrative Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrowers, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 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 funds advanced by Administrative Agent or by any non-delinquent Lender, on account of a Delinquent Lender's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the 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 each Revolving Credit Lender's obligation to make available to the Administrative Agent its applicable Aggregate Exposure Revolving Credit Commitment Percentage of any Revolving 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 the Agents, other Credit PartiesLenders, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Commitment Percentages of all outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 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 Commitment Percentage of any Delinquent Lender's Future Commitment, the Delinquent Lender's share in future Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the 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 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 funds advanced by any Agent or by any non-delinquent Lender, on account of a Delinquent Lender's failure to timely fund its Commitment Percentage of a Loan or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Commitment Percentage of any Revolving 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 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 the other Credit PartiesAgents, the Loan Parties other Lenders, the 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 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 Loan PartiesBorrowers, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned 115 payments the Lenders’ respective Aggregate Exposure Commitment Percentages of all outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 2.10 hereof from the date when originally due until the date upon which any such amounts are actually paid.

Delinquent Lender. (a1) 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 Credit Agent its applicable Aggregate Exposure Percentage pro rata share of any LoansWarehousing 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 the Credit Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrowers, whether on account of outstanding LoansWarehousing Advances, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof Default Rate from the date when originally due until the date upon which any such amounts are actually paid.

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 its applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the other Credit Secured Parties, the 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 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 Loan Parties, whether on account of 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 all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Commitment Percentages of all outstanding 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsObligations (other than Other Liabilities), any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof Default Rate from the date when originally due until the date upon which any such amounts are actually paid.. 158

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 applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the Agents, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrowers, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Commitment Percentages of all outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 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 Commitment Percentage of any Delinquent Lender's Future Commitment, the Delinquent Lender's share in future Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the 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 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 funds advanced by any Agent or by any non-delinquent Lender, on account of a Delinquent Lender's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Loan Documents.

Delinquent Lender. (a) 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 applicable Aggregate Exposure Percentage pro rata share of any LoansLoan, 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 the Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower, 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 all the outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages pro rata shares of all the outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 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 funds advanced by Agent or by any non-delinquent Lender, on account of an Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Loan Documents.

Delinquent Lender. (a) 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 the Administrative Agent its applicable Aggregate Exposure Percentage pro rata share of any Loans, 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 the Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 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 funds advanced by Agent or by any non-delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Loan Documents.

Delinquent Lender. (a) 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 applicable Aggregate Exposure Percentage pro rata share of any Loansthe 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 the Administrative Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrowers, 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 all the outstanding Obligations Loan until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages pro rata shares of all the outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, the Loan or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 Loan and its rights under the 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 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 funds advanced by Administrative Agent or by any non-delinquent Lender, on account of an Delinquent Lender's failure to timely fund its pro rata share of a Loan Advance or to otherwise perform its obligations under the 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 the Administrative Agent or the Canadian Agent its applicable Aggregate Exposure Domestic Commitment Percentage or Canadian Commitment Percentage, as applicable, of any Revolving Credit Loans, expenses, indemnities, or setoff or purchase its Commitment Percentage of any Loansa 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 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, expenses or setoff (a “Delinquent Lender”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 the other Credit Secured Parties, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Commitment Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of 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 applicable Aggregate Exposure Commitment Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof SECTION 2.12, from the date when originally due until the date upon which any such amounts are actually paid.

Delinquent Lender. (a) 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 the Administrative Agent its applicable Aggregate Exposure Percentage pro rata share of any Loans, 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 the Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan Partieseach Borrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof Default Rate from the date when originally due until the date upon which any such amounts are actually paid.

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 applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the Agents, other Credit PartiesLenders, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages Commitment Percentage of all outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 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 Commitment Percentage of any Delinquent Lender's Future Commitment, the Delinquent Lender's share in future Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the 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 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 funds advanced by any Agent or by any non-delinquent Lender, on account of a Delinquent Lender's failure to timely fund its Commitment Percentage of a Loan or to otherwise perform its obligations under the Loan Documents.

Delinquent Lender. (a) 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 the Administrative Agent its applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the Agents, other Credit PartiesLenders, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages Commitment Percentage of all outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 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 Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the 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 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 funds advanced by any Agent or by any non-delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its Commitment Percentage of a Loan or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the Agents, other Credit PartiesLenders, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages Commitment Percentage of all outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 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 Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the 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 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 funds advanced by any Agent or by any non-delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its Commitment Percentage of a Loan or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Commitment Percentage of any Revolving 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 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 the other Credit PartiesAgents, the Loan Parties other Lenders, the 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 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 Loan PartiesBorrowers, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Commitment Percentages of all outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 2.10 hereof from the date when originally due until the date upon which any such amounts are actually paid.

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 applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the Agents, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrowers, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Commitment Percentages of all outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 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 Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the 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 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 funds advanced by any Agent or by any non-delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Percentage pro rata share of any Loans, 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 the Administrative Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrowers, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 Revolving Loan 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 Revolving Loans and its rights under the 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 funds advanced by Administrative Agent or by any non-delinquent Lender, on account of a Delinquent Lender's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Percentage Pro Rata share of any Loans, 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 the Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages Pro Rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage Pro Rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 (a “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 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 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 funds advanced by Agent or by any non-delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its Pro Rata share of a Loan or to otherwise perform its obligations under the 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 the Administrative Agent its applicable Aggregate Exposure Applicable Percentage of any Loans, 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 the other Credit Parties, the 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 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 Loan Parties, whether on account of 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 all outstanding Obligations until, as a result of application of such assigned payments the such Lenders’ respective Aggregate Exposure Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such 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 applicable Aggregate Exposure Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 2.12(c) hereof from the date when originally due until the date upon which any such amounts are actually paid.

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 applicable Aggregate Exposure Percentage of any Loans, 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 the Agents, other Credit PartiesLenders, the 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 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 Loan 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 all the outstanding Obligations Term Loan until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages percentage of all the outstanding Obligations 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 applicable Aggregate Exposure Percentage portion of any Obligationsthe Term Loan, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 2.10 hereof from the date when originally due until the date upon which any such amounts are actually paid.

Delinquent Lender. (a) 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 the Administrative Agent its applicable Aggregate Exposure Percentage pro rata share of any Loans, 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 the Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrowers, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any ObligationsLoans, any participation obligation, expenses or expenses setoffs as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 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 funds advanced by Agent or by any non-delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Loan Documents.

Delinquent Lender. (a) 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 the Administrative Agent its applicable Aggregate Exposure Percentage pro rata share of any Loans, 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 the Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 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 funds advanced by Agent or by any non-delinquent Lender, on account of a Delinquent Lender's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the 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 or the Canadian Agent its applicable Aggregate Exposure Percentage pro rata share of any Revolving 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 the Agents, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrowers, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 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 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 Assumption. Each Delinquent Lender shall indemnify 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 funds advanced by any Agent or by any non-delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Loan Documents.

Delinquent Lender. (a) 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 applicable Aggregate Exposure Percentage pro rata share of any LoansLoan, 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 the Administrative Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrowers, 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 all the outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages pro rata shares of all the outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, the Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 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 funds advanced by Administrative Agent or by any non-delinquent Lender, on account of an Delinquent Lender's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Percentage pro rata share of any Revolving 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 the Agents, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrowers, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 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 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 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 funds advanced by any Agent or by any non-delinquent Lender, on account of a Delinquent Lender's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the Agents, other Credit PartiesLenders, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Commitment Percentages of all outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 2.10 hereof from the date when originally due until the date upon which any such amounts are actually paid.

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 applicable Aggregate Exposure Applicable Percentage of any Loans, 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 the other Credit Parties, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The 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 applicable Aggregate Exposure Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 SECTION 2.13(c) hereof from the date when originally due until the date upon which any such amounts are actually paid.

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 applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the other Credit PartiesAgents, the Loan Parties other Lenders, the 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 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 Loan PartiesBorrowers, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Commitment Percentages of all outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 2.10 hereof from the date when originally due until the date upon which any such amounts are actually paid.

Delinquent Lender. (a) 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 the Administrative Agent its applicable Aggregate Exposure Percentage pro rata share of any Loans, 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 the Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 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 funds advanced by Agent or by any non-delinquent Lender, on account of a Delinquent Lender's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the Agents, other Credit PartiesLenders, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Commitment Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. 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 applicable Aggregate Exposure Commitment Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 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 Commitment Percentage of any Delinquent Lender's Future Commitment, the Delinquent Lender's share in future Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the 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 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 funds advanced by any Agent or by any non-delinquent Lender, on account of a Delinquent Lender's failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Applicable Percentage of any Loans, 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 the other Credit Parties, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The 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 applicable Aggregate Exposure Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 SECTION 2.13(c) hereof from the date when originally due until the date upon which any such amounts are actually paid.

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 applicable Aggregate Exposure Percentage pro rata share of any LoansLoan, 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 the Administrative Agent, other Credit PartiesLenders, the Loan Parties 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 Loan 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 Loan PartiesBorrower, 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 all the outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages pro rata shares of all the outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 funds advanced by Administrative Agent or by any non-delinquent Lender, on account of 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. (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 applicable Aggregate Exposure Percentage such Lender's Pro Rata Share of any Loans, 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 the other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages Pro Rata Shares of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. 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 applicable Aggregate Exposure Percentage Pro Rata Share of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Federal Funds rate set forth in Section 2.05 hereof plus 50 basis points from the date when originally due until the date upon which any such amounts are actually paid.

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 the Administrative Agent its applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the Agents, other Credit PartiesLenders, the 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 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 100 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 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 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 was obligated to fund hereunder shall constitute a material breach by such Delinquent Lender of this Agreement and shall entitle the Borrower, 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 assigned executed and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Obligations (including (1) all interest, fees (except any and all payments Commitment Fees or Letter of Credit Fees not due to it from 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, whether on account it is the intention of outstanding Loans, interest, fees or otherwisethe 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 all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages of all outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 2.11 hereof from the date when originally due until the date upon which any such amounts are actually paid.. 101

Delinquent Lender. (a) 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 the Administrative Agent its applicable Aggregate Exposure Revolving Credit Commitment Percentage of any Revolving 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 the Administrative Agent, other Credit PartiesLenders, the 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 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 Loan Parties, whether on account of outstanding Revolving Credit Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Revolving Credit Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Revolving Credit Commitment Percentages of all outstanding Obligations 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 applicable Aggregate Exposure Revolving Credit Commitment Percentage of any ObligationsRevolving Credit Loans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 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 Revolving Credit Commitment to fund future Revolving Credit Loans (the "Future Commitment"). Upon any such purchase of the 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 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 funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of a Delinquent Lender's failure to timely fund its Revolving Credit Commitment Percentage of a Revolving Credit Loan or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the Agents, other Credit PartiesLenders, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages Commitment Percentage of all outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 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 Commitment Percentage of any Delinquent Lender's Future Commitment, the Delinquent Lender's share in future Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the 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 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 funds advanced by any Agent or by any non-delinquent Lender, on account of a Delinquent Lender's failure to timely fund its Commitment Percentage of a Loan or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Commitment Percentage of any Revolving Loans, expenses or setoff or purchase its Commitment Percentage of a participation interest in the Swingline Loans (a “Delinquent 70 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 the Agents, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages Commitment Percentage of all outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsLoans, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 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 Commitment Percentage of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the 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 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 funds advanced by any Agent or by any non-delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its Commitment Percentage of a Loan or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the other Credit Secured Parties, the 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 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 Loan Parties, whether on account of outstanding Revolving Credit Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Commitment Percentages of all outstanding 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsObligations (other than Other Liabilities), any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof Default Rate from the date when originally due until the date upon which any such amounts are actually paid.

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 the Administrative Agent its applicable Aggregate Exposure Commitment Percentage of any Revolving 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 the other Credit Parties, the 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 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 Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Commitment Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of 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 applicable Aggregate Exposure Commitment Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof SECTION 2.12 from the date when originally due until the date upon which any such amounts are actually paid.

Delinquent Lender. (a1) 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 the Administrative Agent its applicable Aggregate Exposure Percentage pro rata share of any Loans, 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 the Administrative Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower 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 all the outstanding Obligations Loan until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Commitment Percentages of all the outstanding Obligations 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 applicable Aggregate Exposure Commitment Percentage of any ObligationsWarehousing Advances, any participation obligation, expenses or expenses setoff as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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.

Delinquent Lender. (a) 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 applicable Aggregate Exposure Percentage pro rata share of any Loansthe 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 the Administrative Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrowers, 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 all the outstanding Obligations Loan until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages pro rata shares of all the outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, the Loan or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 Loan and its rights under the 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 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 funds advanced by Administrative Agent or by any non-delinquent Lender, on account of an Delinquent Lender's failure to timely fund its pro rata share of a Loan Advance or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Percentage pro rata share of any Loans, 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 the Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any ObligationsLoans, any participation obligation, expenses or expenses setoffs as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 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 funds advanced by Agent or by any non-delinquent Lender, on account of a Delinquent Lender's failure to timely fund its PRO RATA share of a Loan or to otherwise perform its obligations under the Loan Documents.

Delinquent Lender. A Lender shall be deemed a “Delinquent Lender” hereunder (a) If for automatically and without further action by the Agent upon becoming an Impacted Lender, (b) by written notice from the Agent at any reason 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 (c) automatically and without further action by the Agent ten (10) days following written notice by the Agent that such Lender shall fail has failed or refuse refused to abide by any of its other obligations under this Agreement, including without limitation its obligation to make available to the Administrative Agent its applicable Aggregate Exposure Percentage pro rata share of any LoansAdvances, 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 the Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments payments, the Lenders’ respective Aggregate Exposure Percentages pro rata shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any ObligationsLoans, any participation obligation, expenses or expenses setoffs as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 Advances and its rights under the 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

Delinquent Lender. (a) 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 the Administrative Agent its applicable Aggregate Exposure Percentage PRO RATA share of any Loans, 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 the Agent, other Credit PartiesLenders, the Loan Parties 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 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 Loan PartiesBorrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ ' respective Aggregate Exposure Percentages PRO RATA shares of all outstanding Obligations 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 applicable Aggregate Exposure Percentage PRO RATA share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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 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 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 funds advanced by Agent or by any non-delinquent Lender, on account of a Delinquent Lender's failure to timely fund its PRO RATA share of a Loan or to otherwise perform its obligations under the 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 applicable Aggregate Exposure Percentage pro rata share of any LoansLoan, 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 the Administrative Agent, other Credit PartiesLenders, the Loan Parties 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 Loan 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 Loan PartiesBorrower, 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 all the outstanding Obligations Loans until, as a result of application of such assigned payments the Lenders’ respective Aggregate Exposure Percentages pro rata shares of all the outstanding Obligations 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 applicable Aggregate Exposure Percentage pro rata share of any Obligations, any participation obligation, Loans or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.05 hereof 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) 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 funds advanced by Administrative Agent or by any non-delinquent Lender, on account of 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.