Common use of Non-Funding Lenders Clause in Contracts

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan or any payment required by it hereunder shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term Loan, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Document or constitute a “Lender” (or be included in the calculation of “Requisite Lender” hereunder) for any voting or consent rights under or with respect to any Debt Document. At Borrower’s request, Agent or a person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such person, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below).

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” ", other than with respect to matters regarding the agreement or consent of a Lender directly affected thereby under Section 11.2(c)(i)-(iv) and (vii) (initial clause) (or be included in the calculation of “"Requisite Lender” Lenders" or "Supermajority Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan or any payment required by it hereunder shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term Loan, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Document or constitute a “Lender” (or be included in the calculation of “Requisite Lender” hereunder) for any voting or consent rights under or with respect to any Debt Document. At Borrower’s request, Agent or a person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such person, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below).

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or payment on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan an Advance or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be (or have its Commitment) included in the calculation of “Requisite LenderLenders” or “Requisite Revolving Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan or any payment required by it hereunder shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term Loan, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Document or constitute a “Lender” (or be included in the calculation of “Requisite Lender” hereunder) for any voting or consent rights under or with respect to any Debt Document. At Borrower’s request, Agent or a person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such person, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement Substitution Certificate (as defined below).

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders” or “Majority Revolving Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)and in accordance with the recording requirements for transfers in Section 9.1.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any the Term Loan or any payment required by it hereunder shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such the Term Loan, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Document or constitute a “Lender” (or be included in the calculation of “Requisite Lender” hereunder) for any voting or consent rights under or with respect to any Debt Document. At Borrower’s Borrowers’ request, Agent or a person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such person, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all the Term Loans Loan held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below).

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan or any payment required by it hereunder shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term Loan, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Document or constitute a “Lender” (or be included in the calculation of “Requisite Lender” hereunder) for any voting or consent rights under or with respect to any Debt Document. At [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions Borrower’s request, Agent or a person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such person, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below).

Non-Funding Lenders. The failure of any Non-Non Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” (or be included in the calculation of “Requisite LenderLenders” or “Supermajority Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Lender (such Lender, a "Non-Funding Lender Lender") to make any Term Loan or any payment required Revolving Credit Advance to be made by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “"Other Lender”") of its obligations to make its Revolving Credit Advance on such Term Loandate, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan Revolving Credit Advance to be made by such Non-Funding Lender, and no Non-Funding Lender shall have any obligation to Agent or make any other payment required hereunderOther Lender for the failure by such Non-Funding Lender. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " (or be included in the calculation of “Requisite Lender” "Required Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s requestAnything in this Agreement to the contrary notwithstanding, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce its rights arising out of this Agreement or the Notes (including, without limitation, exercising any rights of set-off) without first obtaining the prior written consent of Agent or a person reasonably acceptable Required Lenders, it being the intent of Lenders that any such action to Agent protect or enforce rights under this Agreement and the Notes shall have be taken in concert and at the right direction or with Agent’s the consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such person, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agent.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders”, “Requisite Revolving Lenders” or “Supermajority Revolving Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Loan, Letter of Credit Obligation or any payment required by it hereunder hereunder, or to fund any purchase of any participation to be made or funded by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term Loanloan or fund the purchase of any such participation on such date, but neither Administrative Agent nor, other than as expressly set forth herein, any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan loan, fund the purchase of a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be be, or have its Loans and Commitments, included in the calculation determination of “Requisite LenderRequired Lenders” hereunderor “Lenders directly affected” pursuant to Section 9.1) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s request; provided, Agent or a person reasonably acceptable to Agent shall have that the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such person, all Commitment of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender shall not be increased or extended without the consent of such Non-Funding Lender. Moreover, for the purposes of determining Required Lenders, the Loans and all accrued interest Commitments held by Non-Funding Lenders shall be excluded from the total Loans and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Commitments outstanding.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders", "Requisite Revolving Lenders" or "Supermajority Revolving Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrower Representative's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender”, or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders," "Requisite Revolving Lenders" or "Supermajority Revolving Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrower Representative's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender ------------------- to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term Loan------------ Advance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders," or "Requisite Revolving Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Advance or any payment required by it hereunder shall not relieve any other Lender (each such other Lender, Lender an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” (or be included in the calculation of “Requisite LenderLenders” hereunder) ), and the outstanding amounts of any Loans held by a Non-Funding Lender shall not be deemed to be outstanding, for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s the Borrowers’ request, Agent Agent, another Lender or a person reasonably Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent Agent, another Lender or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan applicable Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent Agents shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders”, or “Requisite Revolving Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At the applicable Borrower’s request, Administrative Agent or a person reasonably Person acceptable to Administrative Agent shall have the right with Administrative Agent’s consent and in Administrative Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Administrative Agent’s request, sell and assign to Administrative Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " (or be included in the calculation of “"Requisite Lender” Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrowers' request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan or any payment required by it hereunder on the date specified thereof, shall not relieve any the other Lender Lenders (each such other Lender, an “Other Lender”) of its obligations to make such Term LoanLoan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, (i) a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Document Financing Agreement or constitute a “Lender” (or be included in the calculation of “Requisite Lender” hereunder) for any voting or consent rights under or with respect to any Debt DocumentFinancing Agreement and (ii) fees shall cease to accrue on the unfunded portion of the Revolving Loan Commitment of such Non-Funding Lender pursuant to Section 3.7. At Borrower’s request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, shall sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment and Assumption Agreement; provided, however, that the failure of any Non-Funding Lender to execute an Assignment and Assumption Agreement (as defined below).shall not render such assignment invalid. If any Letter of Credit Accommodation exists at the time such Lender becomes a Non-Funding Lender then:

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Revolving Loan or any payment required by it hereunder or to purchase any participation in any Swingline Advance to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanLoan or purchase such participation on such date, but neither any Other Lender nor Administrative Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderRequired Lenders” or “Required Revolving Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Administrative Agent or a person Person reasonably acceptable to Administrative Agent shall have the right with Administrative Agent’s consent and in Administrative Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Administrative Agent’s request, sell and assign to Administrative Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)and Acceptance Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan or any payment required by it hereunder on the date specified thereof, shall not relieve any the other Lender Lenders (each such other Lender, an “Other Lender”) of its obligations to make such Term LoanLoan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Document Financing Agreement or constitute a “Lender” (or be included in the calculation of “Requisite Lender” hereunder) for any voting or consent rights under or with respect to any Debt DocumentFinancing Agreement. At Borrower’s request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders" or "Supermajority Revolving Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrower Representative's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” (or be included in the calculation of “Requisite LenderLenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Revolving Loan Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or payment on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan an Advance or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be (or have its Commitment) included in the calculation of “"Requisite Lender” Lenders" or "Requisite Revolving Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " (or be included in the calculation of “"Requisite Lender” Lenders" or "Supermajority Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrower Representative's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Revolving Loan Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)and in accordance with the recording requirements for transfers in Section 9.1.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders” or “Requisite Revolving Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent Agent, in Agent’s sole discretion (but without any obligation), or a person Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at AgentBorrower Representative’s request, sell and assign to Agent or such personPerson, as the case may be, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, shall not relieve any other Revolving Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanRevolving Credit Advance or other payment or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan Revolving Credit Advance, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders" or "Requisite Revolving Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s the Borrowers' request, Agent or a person reasonably Person acceptable to Agent shall have the right right, with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) ), to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders", "Revolving Lenders" or "Supermajority Revolving Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders," or "Requisite Revolving Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “"Other Lender”") of its obligations to make such Term LoanRevolving Credit Advance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan Revolving Credit Advance, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " (or be included in the calculation of “"Requisite Lender” Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans the Revolving Loan held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Non Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder shall not relieve any other Lender (each such other Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " (or be included in the calculation of “"Requisite Lender” Lenders" or "Supermajority Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrower Representative's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan or Export-Related Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders” or “Requisite Revolving Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent Agent, in Agent’s sole discretion (but without any obligation), or a person Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at AgentBorrower Representative’s request, sell and assign to Agent or such personPerson, as the case may be, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders” or “Requisite Revolving Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders," "Requisite Revolving Lenders" or "Supermajority Revolving Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrower Representative's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan or any payment required by it hereunder shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term LoanLoan on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender,” “Term Lender” or “L/C Lender” (or be included in the calculation of “Requisite LenderLenders,” “Requisite Term Lenders,” “Supermajority Term Lenders” or “Requisite L/C Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, or to purchase a Term Loan or make any other payment participation required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " (or be included in the calculation of “"Requisite Lender” Lenders" or "Supermajority Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrower Representative's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that such Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders”, “Requisite Revolving Lenders” or “Supermajority Revolving Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders", "Requisite Revolving Lenders," "Requisite A Lenders" or "Requisite B Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrower Representative's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan or any payment required by it hereunder shall not relieve any other Lender (each such other Lender, an “"Other Lender”") of its obligations to make such Term Loanpayment or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " (or be included in the calculation of “"Requisite Lender” Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person Person reasonably acceptable to Agent shall have the right right, with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) ), to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans the Loan held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Non- Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders," or "Requisite Tranche A Revolving Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Non- Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan or any payment required by it hereunder on the date specified thereof, shall not relieve any the other Lender Lenders (each such other Lender, an “Other Lender”) of its obligations to make such Term LoanLoan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Document Financing Agreement or constitute a “Lender” (or be included in the calculation of “Requisite Lender” hereunder) for any voting or consent rights under or with respect to any Debt DocumentFinancing Agreement. At Borrower’s request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Revolving Loan Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)and Assumption Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders”, or “Requisite Revolving Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan an Advance or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders”, “Requisite Revolving Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”"OTHER LENDER") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Lender" (or be included in the calculation of “"Requisite Lender” Lenders" or "Supermajority Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Non- Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to ------------------- make any Term Loan Revolving Credit Advance or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or ------------ purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan or Export-Related Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders", "Requisite Revolving Lenders" or "Requisite Term Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Advance or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” (or be included in the calculation of “Requisite LenderLenders”, or “Supermajority Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans the portion of the Revolving Loan held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any ~any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders" or "Requisite Revolving Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrower Representative's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”"OTHER LENDER") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have _any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders" or "Requisite Revolving Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders" or "Supermajority Revolving Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Advance to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Lender, an “"Other Lender”") of its obligations to make such Term LoanRevolving Credit Advance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan Revolving Credit Advance, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Lender" (or be included in the calculation of “"Requisite Lender” Lenders" or "Supermajority Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrower Representative's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Obligations and Commitments and all of the outstanding Term Loans of held by that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan or any payment required by it hereunder shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase 52 Junior Credit Agreement (Omni) such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan an Advance or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Lender” (or be included in the calculation of “Requisite LenderLenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans Loan Commitment of that Non-Funding Lender for an amount equal to the principal balance of all the Term Loans Loan held by such Non-Funding Lender and all accrued interest and fees Fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined belowAgreement; provided that such assignment shall not require the payment of an assignment fee to Agent or the payment of a prepayment fee to such Non-Funding Lender pursuant to Section 1.9(c).

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Administrative Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " (or be included in the calculation of “"Requisite Lender” Lenders" or "Supermajority Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Administrative Agent or a person reasonably Person acceptable to Administrative Agent shall have the right with Administrative Agent’s 's consent and in Administrative Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Administrative Agent’s 's request, sell and assign to Administrative Agent or such personPerson, all of the Revolving Loan Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders" or "Supermajority Revolving Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrower Representative's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrower Representative's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans the Revolving Loan held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Administrative Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrower Representative's request, Administrative Agent or a person Person reasonably acceptable to Administrative Agent shall have the right with Administrative Agent’s 's consent and in Administrative Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Administrative Agent’s 's request, sell and assign to Administrative Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans the Revolving Loan held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Lender” (or be included in the calculation of “Requisite LenderLenders” or “Supermajority Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below).Agreement. 84

Non-Funding Lenders. The failure of any Non-–Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” (or be included in the calculation of “Requisite LenderLenders” or “Supermajority Revolving Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Revolving Loan Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Advance or any payment required by it hereunder to be made by it on the date specified therefor shall not relieve any other Lender (each such other Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance on such date, but neither any Other Lender nor the Administrative Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights fights under or with respect to any Debt Transaction Document or constitute a “"Lender” " (or be included in the calculation of “Requisite Lender” "Required Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Transaction Document. At the Borrower’s 's request, the Administrative Agent or a person Person reasonably acceptable to the Administrative Agent shall have the right with the Administrative Agent’s 's consent and in the Administrative Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at the Administrative Agent’s 's request, sell and assign to the Administrative Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans Lender Facility Limit of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans the Net Investment held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it, on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” ", a "Revolving Lender" or a "CapEx Lender" (or be included in the calculation of “"Requisite Lender” Lenders", "Requisite Revolving Lenders" or "Requisite CapEx Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Non- Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”"OTHER LENDER") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders" or "Requisite Revolving Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, (i) Agent shall have the right (but shall have no obligation) (ii) or a person Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) right, to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders", or "Supermajority Revolving Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrower Representative's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Administrative Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders" or "Requisite Revolving Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrower Representative's request, Administrative Agent or a person Person reasonably acceptable to Administrative Agent shall have the right with Administrative Agent’s 's consent and in Administrative Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Administrative Agent’s 's request, sell and assign to Administrative Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan or any payment required by it hereunder shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term Loan, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Document or constitute a “Lender” (or be included in the calculation of “Requisite Lender” hereunder) for any voting or consent rights under or with respect to any Debt Document. At Borrower’s request, Agent or a person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such person, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below).

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term LoanRevolving Credit Advance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan Revolving Credit Advance, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Lender” (or be included in the calculation of “Requisite LenderLenders” or “Supermajority Lenders” hereunder) for any voting or consent rights under or with respect to any Debt DocumentLoan Document until such time as such Lender no longer constitutes a Non-Funding Lender. At BorrowerBorrower Representative’s request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of its interests in the Obligations and the Commitments and all of the outstanding Term Loans of held by that Non-Funding Lender for an amount equal to the principal balance of all Term Loans and participations held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan or any payment required by it hereunder on the date specified thereof, shall not relieve any the other Lender Lenders (each such other Lender, an “Other Lender”) of its obligations to make such Term LoanLoan or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan Loan, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Document Financing Agreement or constitute a “Lender” (or be included in the calculation of “Requisite Lender” hereunder) for any voting or consent rights under or with respect to any Debt DocumentFinancing Agreement. At Borrower’s request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Revolving Loan Commitments and all of the outstanding Term Revolving Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Revolving Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)and Assumption Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “"Other Lender”") of its obligations to make such Term LoanRevolving Credit Advance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Revolving Credit Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " (or be included in the calculation of “"Requisite Lender” Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Revolving Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any European Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”"OTHER LENDER") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrower Representative's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders” hereunderor “Requisite Revolving Lenders”) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders”, “Requisite Revolving Lenders” or “Supermajority Revolving Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan an Advance or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders" or "Supermajority Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Revolving Credit Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders" or "Requisite Revolving Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Administrative Agent or a person Person reasonably acceptable to Administrative Agent shall have the right with Administrative Agent’s 's consent and in Administrative Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Administrative Agent’s 's request, sell and assign to Administrative Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder shall not relieve any other Lender (each such other Lender, an “Other Lender”"OTHER LENDER") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " (or be included in the calculation of “"Requisite Lender” Lenders" or "Supermajority Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrower Representative's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders” or “Supermajority Revolving Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required require d hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders”, “Requisite Revolving Lenders” or “Supermajority Revolving Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto theret o through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement Agreement. (as defined belowe).

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term A Loan or any payment required by it hereunder shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan an Advance or make any 52 Senior Credit Agreement (Omni) other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Lender” (or be included in the calculation of “Requisite LenderLenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans A Loan Commitment of that Non-Funding Lender for an amount equal to the principal balance of all the Term Loans A Loan held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term LoanRevolving Credit Advance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan an Revolving Credit Advance or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Lender” (or be included in the calculation of “Requisite LenderLenders”, “Requisite Lenders” or “Supermajority Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Revolving Loan Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Lender” (or be included in the calculation of “Requisite LenderLenders” or “Supermajority Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan or any payment required by it hereunder shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term Loan, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Document or constitute a “Lender” (or be included in the calculation of “Requisite Lender” hereunder) for any voting or consent rights under or with respect to any Debt Document. At Borrower’s request, Agent or a person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. shall, at Agent’s request, sell and assign to Agent or such person, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below).

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " (or be included in the calculation of “"Requisite Lender” Lenders" or "Supermajority Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” (or be included in the calculation of “Requisite LenderLenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent Agent, an existing Lender (other than a Non-Funding Lender) or another Person that is a person reasonably acceptable Qualified Assignee pursuant to Agent Section 9.1 shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligationnot to be unreasonably withheld or delayed) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent Agent, such existing Lender or such personQualified Assignee, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) with Agent’s consent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”"OTHER LENDER") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders" or "Majority Revolving Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrower Representative's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)and in accordance with the recording requirements for transfers in Section 9.1.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any its Pro Rata Share of the Term Loan or any payment required by it hereunder shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such its Pro Rata Share of the Term Loan, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a its Pro Rata Share of the Term Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Document or constitute a “Lender” (or be included in the calculation of “Requisite Lender” hereunder) for any voting or consent rights under or with respect to any Debt Document. At Borrower’s request, Agent or a person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such person, all of the Commitments and all of the outstanding Term Loans Loan of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans Loan held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below).

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders,” “Requisite Revolving Lenders” or “Supermajority Revolving Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make purchase such Term Loanparticipation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” (or be included in the calculation of “Requisite LenderLenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Advance or any payment required by it hereunder hereunder, shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan an Advance or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” (or be included in the calculation of “Requisite LenderLenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrowers’ request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder on the date specified therefor shall not relieve any other Revolving Lender (each such other Revolving Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " (or be included in the calculation of “"Requisite Lender” Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrower Representative's request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term LoanLoan or payment on such date, but neither any Other other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan advance or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” (" or be included in the calculation of “"Requisite Lender” hereunder) Lenders" hereunder for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s Borrower Representative's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shallthat, at Agent’s 's request, it shall sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees Fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders” or “Supermajority Revolving Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Revolving Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Revolving Lender” (or be included in the calculation of “Requisite LenderLenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At BorrowerBorrower Representative’s request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Non- Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Advance or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term LoanAdvance or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “Lender” or a “Lender” (or be included in the calculation of “Requisite LenderRequired Lenders” hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such personPerson, all the Pro Rata Share of the Commitments and all of the outstanding Term Loans Maximum Loan Amount of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans the Revolving Loan held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan Revolving Credit Advance or any payment required by it hereunder hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Lender, an “"Other Lender”") of its obligations to make such Term LoanAdvance or payment or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a Term Loan participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " or a "Revolving Lender" (or be included in the calculation of “"Requisite Lender” Lenders" or "Requisite Tranche A Revolving Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person reasonably Person acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.

Non-Funding Lenders. The failure of any Non-Funding Lender to make any Term Loan or any payment required by it hereunder on the date specified therefor shall not relieve any other Lender (each such other Lender, an “"Other Lender”") of its obligations to make such Term LoanLoans on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make a Term Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Debt Loan Document or constitute a “"Lender” " (or be included in the calculation of “"Requisite Lender” Lenders" hereunder) for any voting or consent rights under or with respect to any Debt Loan Document. At Borrower’s 's request, Agent or a person Person reasonably acceptable to Agent shall have the right with Agent’s 's consent and in Agent’s 's sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s 's request, sell and assign to Agent or such personPerson, all of the Commitments and all of the outstanding Term Loans of that Non-Funding Lender for an amount equal to the principal balance of all Term Loans held by such Non-Non- Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement (as defined below)Agreement.