Common use of Delinquent Lenders Clause in Contracts

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, any Lender that (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest, fees, or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrower. The Delinquent Lender hereby authorizes Operations Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders, Lenders' respective PRO RATA shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 §16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerany of the Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or to purchase participations in Swing Line Loans required to be funded by it hereunder or (Bb) to comply with the provisions of SECTION 9.04 §16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, Credit Agreement shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, participations in Swing Line Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans, Unpaid Reimbursement Obligations and participations in Swing Line Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans, Unpaid Reimbursement Obligations and participations in Swing Line Loans of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans, Unpaid Reimbursement Obligations and participations in Swing Line Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan DocumentDocuments, any Lender that (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) fails to make available to Operations the Agent its PRO RATA pro rata share of any Loan, Loan or (B) comply with the provisions to purchase any participation in any Letter of SECTION 9.04 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all Lenders, in each case Credit as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Credit Parties, whether on account of outstanding Loans, unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Administrative Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 §16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansRevolving Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 17.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) fails to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation within one Business Day of the date required to be made available to the Administrative Agent by it hereunder unless such failure has been cured or (Bb) fails to comply with the provisions of SECTION 9.04 §16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all Lendersof the Lenders within one Business Day of the date when due, unless the subject of a good faith dispute or unless such failure has been cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned The Administrative Agent may, in its discretion, apply any and all payments otherwise due to it a Delinquent Lender from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute and apply such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) fails to make available to Operations the Administrative Agent its PRO RATA pro rata share of any LoanLoan or to purchase any Letter of Credit Participation within one Business Day of the date required to be made available to the Administrative Agent by it hereunder unless such failure has been cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, (Bc) fails to comply with the provisions of SECTION 9.04 §16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all Lendersof the Lenders within one Business Day of the date when due, unless the subject of a good faith dispute or unless such failure has been cured, (d) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent delinquent, (e) the Administrative Agent has a good faith belief that such Lender has defaulted in fulfilling its obligations under one or more other syndicated credit facilities or (f) an entity that controls such Lender has been deemed insolvent or become subject to a bankruptcy or other similar proceeding. (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned The Administrative Agent may, in its discretion, apply any and all payments otherwise due to it a Delinquent Lender from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute and apply such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 §16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 §17.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansRevolving Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. At any time before a Delinquent Lender shall have satisfied in full a delinquency as provided in the foregoing sentence, the Borrowers shall have the same rights and remedies with respect to such Delinquent Lender as the Borrowers have with respect to any Affected Lender set forth in §6.8(c) hereof.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or participate in any Swingline Loan or (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, to make available to the Issuing Bank its pro rata share of each drawing under any Letter of Credit or to participate in any Swing Line Loan or (Bb) to comply with the provisions of SECTION 9.04 §12 hereof with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerSyndicated Loans. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Syndicated Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Syndicated Loans of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Syndicated Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or (Bb) to comply with the provisions of SECTION 9.04 Section 14.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerLoans. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Credit Loan or (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Credit Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerCredit Loans. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Credit Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Credit Loans of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Credit Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or (Bb) to comply with the provisions of SECTION 9.04 §13 hereof with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerLoans. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 §15 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result in the case of a Failure (as defined below) (A) Revolving Credit Lender, to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation in accordance with the terms hereof or (Bb) to comply with the provisions of SECTION 9.04 14 with respect to making dispositions and arrangements with the other Revolving Credit Lenders or Term Loan Lenders, as the case may be, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share based on all applicable outstanding Loans and Unpaid Reimbursement Obligations of such payments due and to payable to all Lenderspayments, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest, fees, or otherwise, the Borrowers to the remaining nondelinquent Revolving Credit Lenders or Term Loan Lenders, as the case may be, for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to the Obligation so affected by such Borrowerdelinquency. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Revolving Credit Lenders or Term Loan Lenders, as the case may be, in proportion to their respective pro rata shares of all such outstanding Loansthe Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of payments, the nondelinquent Lenders, Lenders' respective PRO RATA pro rata shares of all outstanding Loans the Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or (Bb) to comply with the provisions of SECTION 9.04 §15.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerLoans. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Administrative Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation in accordance with the terms of this Credit Agreement or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 §13 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent applicable non-delinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent applicable non-delinquent Lenders in proportion to their respective pro rata shares of all such applicable outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all applicable outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent non-delinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 ss.17.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Co-Agent its PRO RATA share of any Loan, Loan or any Letter of Credit Obligation or (Bii) to comply with the provisions of SECTION 9.04 ss.17 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Letter of Credit Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrowerand Letter of Credit Obligations. The Delinquent Lender hereby authorizes Operations the Co-Agent to distribute such payments to the nondelinquent Lenders in -84- proportion to their respective pro rata PRO RATA shares of all such outstanding LoansLoans and Letter of Credit Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Letter of Credit Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Loans and Letter of Credit Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary ------------------ contained in this Loan Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro --- rata share of any Loan, the Loan or (Bb) to comply with the provisions of SECTION 9.04 (S)10.1 with ---- respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to --- ---- payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Loan Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender ----------------- until such time as such delinquency is satisfied. If any Lender becomes a Delinquent Lender, the Borrower may replace such Delinquent Lender as permitted by (S)3.12 hereof. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of the outstanding LoansLoan, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all the outstanding Loans to such BorrowerLoan. The Delinquent Lender --- ---- hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares --- ---- of all such the outstanding LoansLoan. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all the outstanding Loans Loan of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all the outstanding Loans Loan have --- ---- returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, to acquire its pro rata share of any Swingline Loan, or to pay any Letter of Credit Participation in accordance with the terms of this Credit Agreement or (Bii) to comply with the provisions of SECTION 9.04 Section 12 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender (a “Delinquent Lender”) until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Swingline Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent applicable non-delinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans, Swingline Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent applicable non-delinquent Lenders in proportion to their respective pro rata shares of all such applicable outstanding Loans, Swingline Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all applicable outstanding Loans, Swingline Loans and Unpaid Reimbursement Obligations of the nondelinquent non-delinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans, Swingline Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and the respective Revolving Loan Commitment Percentages or Term Loan Commitment Percentages, as the case may be, of all the Lenders without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Administrative Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation, (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations Agent its PRO RATA share payment on the due date therefor of any Loanamount due to any of the Fronting Banks under Section 6.12.2, or (Biii) to comply with the provisions of SECTION 9.04 Section 15 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a 100 Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Administrative Agent its pro rata share of any Revolving Loan or to pay any Letter of Credit Participation in accordance with the terms of this Credit Agreement or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 Section 12 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender (a “Delinquent Lender”) until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent applicable non-delinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent applicable non-delinquent Lenders in proportion to their respective pro rata shares of all such applicable outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all applicable outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent non-delinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and the respective Revolving Loan Commitment Percentages or Term Loan Commitment Percentages, as the case may be, of all the Lenders without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA applicable pro rata share (if any) of any Loan, Loan or to purchase its applicable pro rata amount (if any) of any Letter of Credit Participation or participate in any Swingline Loan or (Bb) to comply with the provisions of SECTION 9.04 Section 15 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata (based on all applicable outstanding Loans and Unpaid Reimbursement Obligations) share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of the applicable outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining applicable nondelinquent Lenders for application to, and reduction of, their respective PRO RATA applicable pro rata shares of all then applicable outstanding Loans to and Unpaid Reimbursement Obligations so affected by such Borrowerdelinquency. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective applicable pro rata shares of all such applicable outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent LendersLenders so affected by such delinquency, the applicable Lenders' respective PRO RATA pro rata shares of all such applicable outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation or to purchase participations in Swing Line Loans required to be funded by it hereunder or (Bb) to comply with the provisions of SECTION 9.04 §16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, Credit Agreement shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Revolving Credit Loans, participations in Swing Line Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations and participations in Swing Line Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations and participations in Swing Line Loans of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations and participations in Swing Line Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan DocumentDocuments, any Lender that (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) fails to make available to Operations the Agent its PRO RATA pro rata share of any Loan, Loan or (B) comply with the provisions to purchase any participation in any Letter of SECTION 9.04 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all Lenders, in each case Credit as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Credit Parties, whether on account of outstanding Loans, unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 ss.14 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Loan or to purchase any Letter of Credit Participation in accordance with the terms of this Credit Agreement or (Bii) to comply with the provisions of SECTION 9.04 ss.13 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of oF any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent applicable non-delinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent applicable non-delinquent Lenders in proportion to their respective pro rata shares of all such applicable outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all applicable outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent non-delinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not when required hereunder to make available to the Administrative Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 ss.14 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. A Delinquent Lender shall not be entitled to vote on any matters under this Credit Agreement or the other Loan Documents until such delinquency is satisfied in accordance with this ss.15.6.3, other than matters specified in ss.27 that require the consent of each Lender affected thereby (and such Delinquent Lender is affected thereby) or the consent of all Lenders.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Revolving Credit Loan or to purchase or make any payment on account of any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 14 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this AgreementCredit Agreement or Section 15.7, shall be deemed 101 -94- delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansRevolving Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. Until such delinquency is satisfied, the Delinquent Lender shall have no right to participate in any vote on or consent to any matter in respect of or in connection with this Credit Agreement.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Reimbursement and Pledge Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not to purchase any Letter of Credit Participation or (iib) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 Section 14.2 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Reimbursement and Pledge Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding LoansUnpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerUnpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansUnpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) when required hereunder to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bii) to comply with the provisions of SECTION 9.04 ss.14 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding LoansLoans and unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to and unpaid Reimbursement Obligations for which such BorrowerDelinquent Lender has any obligations hereunder. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansLoans and unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all such outstanding Loans and unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA rata shares of all outstanding Loans and unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. A Delinquent Lender shall not be entitled to vote on any matters under this Credit Agreement or the other Loan Documents until such delinquency is satisfied in accordance with this ss.15.6.3, other than matters specified in ss.27 that require the consent of each Lender affected thereby (and such Delinquent Lender is affected thereby) or the consent of all Lenders.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or (Bb) to comply with the provisions of SECTION 9.04 §15.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's Xxxxxx’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerLoans. The Delinquent Lender hereby ​ Xxxxxx xxxxxx authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result in the case of a Failure (as defined below) (A) Revolving Credit Lender, to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation in accordance with the terms hereof or (Bb) to comply with the provisions of SECTION 9.04 s. 14 with respect to making dispositions and arrangements with the other Revolving Credit Lenders or Term Loan Lenders, as the case may be, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all Lenderspayments, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest, fees, or otherwise, the Borrowers to the remaining nondelinquent Revolving Credit Lenders or Term Loan Lenders, as the case may be, for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerthe Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Revolving Credit Lenders or Term Loan Lenders, as the case may be, in proportion to their respective pro rata shares of all such outstanding Loansthe Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of payments, the nondelinquent Lenders, Lenders' respective PRO RATA pro rata shares of all outstanding Loans the Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 ss.17.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Agent its PRO RATA pro rata share of any Loan, Credit Loan or (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Credit Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerCredit Loans. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Credit Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Credit Loans of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Credit Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Term Loan Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA share Commitment Percentage of any Loan, Loan or (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Term Loan Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerLoans. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, or (Biii) to comply with the provisions of SECTION 9.04 Section 15 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Company, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerLoans. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 §17.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Loan Parties, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or (Bb) to comply with the provisions of SECTION 9.04 ss.15.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Revolving Credit Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerRevolving Credit Loans. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Revolving Credit Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 Section 14 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything If for any reason any Lender is a Delinquent Lender, then, in addition to the contrary contained rights and remedies that may be available to Agent, other Lenders, the Borrower or any other party at law or in equity, and not in limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or any the other Loan DocumentDocuments shall be suspended during the pendency of such failure or refusal, any Lender that (i) willfully does not or and (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Non-Delinquent Lenders for application to, and reduction of, their respective PRO RATA proportionate shares of all outstanding Loans to such Borrower. The Delinquent Lender hereby authorizes Operations Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and ifuntil, as a result of application of the such assigned payments to all outstanding Loans of the nondelinquent Lenders, Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its Pro Rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The Non-Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (a “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Agent and each Non-Delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and funds advanced by Agent or by any Non-Delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Loan Documents. In connection with any Borrowing, in the event that (a) a Delinquent Lender fails to fund its pro rata share of any requested Borrowing and (b) one or more Non-Delinquent Lenders do not elect to acquire the Delinquent Lender’s right to fund such Loan, such that the Lenders advance less than the full amount requested by Borrower in such Borrowing Request (to the extent such full amount requested by Borrower has been approved by the Agent) (the Pro Rata share of the Delinquent Lender which is not advanced is referred to herein, as the “Shortfall Amount”), then the Borrower shall have the right to deduct, from the Net Proceeds otherwise deliverable to the Agent pursuant to Section 2.08(d) of this Agreement, an amount equal to the Shortfall Amount. Upon the occurrence of any Event of Default under this Agreement, and notwithstanding whether the Borrower has deducted the full Shortfall Amount from the Net Proceeds as of such date, the Borrower’s right to deduct such Shortfall Amount from the Net Proceeds shall automatically terminate (without any further act by Agent or notice to Borrower required) and the Borrower shall immediately deposit any and all Net Proceeds in the Distribution Account.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or to purchase or make any payment on account of any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 (S)14 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this AgreementCredit Agreement or (S)15.7, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansRevolving Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. Until such delinquency is satisfied, the Delinquent Lender shall have no right to participate in any vote on or consent to any matter in respect of or in connection with this Credit Agreement.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Agent its pro rata share of any Loan or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 Section 11.11 with respect to making dispositions and arrangements with the other Lenders, Lenders where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, of their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerLoans. The Each Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned assignment payments to all outstanding Loans of the nondelinquent Lenders, Lenders' the Lender's respective PRO RATA pro rata shares of all outstanding Loans to have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Term Loan Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Term Loan in accordance with the terms of this Term Loan Agreement or (Bii) to comply with the provisions of SECTION 9.04 13 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Term Loan Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Term Loans, interest, fees, fees or otherwise, to the remaining nondelinquent applicable non-delinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerTerm Loans. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent applicable non-delinquent Lenders in proportion to their respective pro rata shares of all such applicable outstanding Term Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all applicable outstanding Term Loans of the nondelinquent non-delinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Term Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 (S)16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 §16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned The Administrative Agent may, in its discretion, apply any and all payments otherwise due to it a Delinquent Lender from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute and apply such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansRevolving Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 ss.16 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender 78 -71- hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation, (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations Agent its PRO RATA share payment on the due date therefor of any Loanamount due to any of the Fronting Banks under Section 6.12.2, or (Biii) to comply with the provisions of SECTION 9.04 Section 15 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid 91 -84- Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Agent its PRO RATA share of any Loan, to make available to the Issuing Bank its PRO RATA share of each drawing under any Letter of Credit or to participate in any Swing Line Loan or (Bb) to comply with the provisions of SECTION 9.04 Section 12 hereof with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such BorrowerSyndicated Loans. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding Syndicated Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Syndicated Loans of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Syndicated Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) make available fails to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 section 10 hereof with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of the outstanding Loansprincipal, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all the outstanding Loans to such BorrowerObligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such the outstanding LoansObligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all the outstanding Loans Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all the outstanding Loans Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 (S)16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansRevolving Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or If for any other Loan Document, reason any Lender that (i) willfully does not shall fail or (ii) does not as a result of a Failure (as defined below) (A) refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Operations the Administrative Agent its PRO RATA pro rata share of any LoanLoans, expenses or setoff (Ba "Delinquent Lender") comply with and such failure is not cured within two (2) Domestic Business Days of receipt from the provisions Administrative Agent of SECTION 9.04 with respect written notice thereof, then, in addition to making dispositions the rights and arrangements with remedies that may be available to the Administrative Agent, the other Lenders, where or the Borrowers at law or in equity, and not in limitation thereof, (i) such Delinquent Lender's share of any payment receivedright to participate in the administration of, whether by setoff or otherwisedecision-making rights related to, is in excess of its PRO RATA share the Loans, this Loan Agreement or the other Loan Documents shall be suspended during the pendency of such payments due failure or refusal, and to payable to all Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (ii) a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent non-delinquent Lenders for application to, and reduction of, their respective PRO RATA proportionate shares of all outstanding Loans to such Borrower. The Delinquent Lender hereby authorizes Operations Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and ifuntil, as a result of application of the such assigned payments to all outstanding Loans of the nondelinquent Lenders, Lenders' respective PRO RATA pro rata shares of all outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA applicable pro rata share (if any) of any Loan, Loan or to purchase its applicable pro rata amount (if any) of any Letter of Credit Participation or participate in any Swingline Loan or (Bb) to comply with the provisions of SECTION 9.04 (Section)15 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata (based on all applicable outstanding Loans and Unpaid Reimbursement Obligations) share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of the applicable outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining applicable nondelinquent Lenders for application to, and reduction of, their respective PRO RATA applicable pro rata shares of all then applicable outstanding Loans to and Unpaid Reimbursement Obligations so affected by such Borrowerdelinquency. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective applicable pro rata shares of all such applicable outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent LendersLenders so affected by such delinquency, the applicable Lenders' respective PRO RATA pro rata shares of all such applicable outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, to acquire its pro rata share of any Swingline Loan, or to pay any Letter of Credit Participation in accordance with the terms of this Credit Agreement or (Bii) to comply with the provisions of SECTION 9.04 Section 12 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender (a "Delinquent Lender") until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Swingline Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent applicable non-delinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans, Swingline Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent applicable non-delinquent Lenders in proportion to their respective pro rata shares of all such applicable outstanding Loans, Swingline Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all applicable outstanding Loans, Swingline Loans and Unpaid Reimbursement Obligations of the nondelinquent non-delinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans, Swingline Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and the respective Revolving Loan Commitment Percentages or Term Loan Commitment Percentages, as the case may be, of all the Lenders without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 ss.16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any anY payment received, whether by setoff or otherwise, and applied to the Obligations owing such Lender is in excess of its PRO pro RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the -76- Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansRevolving Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Agent its PRO RATA share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 15 hereof with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, shall in each case ascase, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, any of its Subsidiaries or the Holding Company, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Issuing Lender or the Administrative Agent its PRO RATA share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, any Lender that (i) willfully does not If for any reason any Lender shall fail or (ii) does not as a result of a Failure (as defined below) (A) refuse to abide by its obligations under this Loan Agreement, including without limitation its obligation to make available to Operations Agent its PRO RATA pro rata share of any LoanLoans, expenses or setoff (Ba "Delinquent Lender") comply with and such failure is not cured within ten (10) days of receipt from the provisions Agent of SECTION 9.04 with respect written notice thereof, then, in addition to making dispositions the rights and arrangements with remedies that may be available to Agent, and the other Lenders, where the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender's share of any payment receivedright to participate in the administration of, whether by setoff or otherwisedecision-making rights related to, is in excess of its PRO RATA share the Loans, this Loan Agreement or the other Loan Documents shall be suspended during the pendency of such payments due failure or refusal, and to payable to all Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (ii) a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding LoansAdvances, interest, fees, fees or otherwise, to the remaining nondelinquent non-delinquent Lenders for application to, and reduction of, their respective PRO RATA proportionate shares of all outstanding Loans to such Borrower. The Delinquent Lender hereby authorizes Operations Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and ifAdvances until, as a result of application of the such assigned payments to all outstanding Loans of the nondelinquent Lenders, Lenders' respective PRO RATA pro rata shares of all outstanding Loans Advances shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or If for any other Loan Document, reason any Lender that (i) willfully does not shall fail or (ii) does not as a result of a Failure (as defined below) (A) refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Operations the Administrative Agent its PRO RATA pro rata share of any LoanLoans, expenses or setoff (Ba “Delinquent Lender”) comply with and such failure is not cured within two (2) Domestic Business Days of receipt from the provisions Administrative Agent of SECTION 9.04 with respect written notice thereof, then, in addition to making dispositions the rights and arrangements with remedies that may be available to the Administrative Agent, the other Lenders, where or the Borrowers at law or in equity, and not in limitation thereof, (i) such Delinquent Lender's share of any payment received’s right to participate in the administration of, whether by setoff or otherwisedecision-making rights related to, is in excess of its PRO RATA share the Loans, this Loan Agreement or the other Loan Documents shall be suspended during the pendency of such payments due failure or refusal, and to payable to all Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (ii) a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent non-delinquent Lenders for application to, and reduction of, their respective PRO RATA proportionate shares of all outstanding Loans to such Borrower. The Delinquent Lender hereby authorizes Operations Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and ifuntil, as a result of application of the such assigned payments to all outstanding Loans of the nondelinquent Lenders, Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 16 and Section 33 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all Lendersof the Lenders or (c) to purchase a risk participation in Bankers' Acceptances, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Bankers' Acceptances, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerLoans, Bankers' Acceptances and Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans, Bankers' Acceptances and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders, Lenders' respective PRO RATA shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.outstanding

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Agent its PRO RATA pro rata share of any Loan, or (Bii) to comply with the provisions of SECTION 9.04 section 15 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerLoans. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or If for any other Loan Document, reason any Lender that (i) willfully does shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Commitment Percentage of any Revolving Credit Loans, expenses or setoff or purchase its Commitment Percentage of a participation interest in the Swingline Loans or Letters of Credit and such failure is not or cured within one (1) Business Day of receipt from the Administrative Agent of written notice thereof, (ii) does not as a result of a Failure shall fail, within three (as defined below3) (A) make available Business Days after request by the Administrative Agent, to Operations Agent its PRO RATA share of any Loan, or (B) confirm that it will comply with the provisions terms of SECTION 9.04 with respect this Agreement relating to making dispositions its Commitments or (iii) has been deemed insolvent in the reasonable judgment of the Administrative Agent or become the subject of a bankruptcy or insolvency proceeding (each, a “Delinquent Lender”), then, in addition to the rights and arrangements with remedies that may be available to the other Lenders, where the Agents, the Swingline Lender, the Issuing Bank, the Borrowers or any other Person at law or in equity, and not in limitation thereof, (A) such Delinquent Lender's share of any payment received’s right to participate in the administration of, whether by setoff or otherwisedecision-making rights related to, is in excess of its PRO RATA share the Revolving Credit Loans, this Agreement or the other Loan Documents shall be suspended during the pendency of such payments due and to payable to all Lendersfailure or refusal; provided, in each case ashowever, when and to that the full extent required by the provisions Commitment of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until may not be increased or extended without the consent of such time as Delinquent Lender, (B) such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers and/or the Guarantors, whether on account of outstanding Revolving Credit Loans, interest, fees, fees or otherwise, to the remaining nondelinquent non-Delinquent Lenders for application to, and reduction of, their respective PRO RATA proportionate shares of all outstanding Loans to such Borrower. The Delinquent Lender hereby authorizes Operations Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and ifObligations until, as a result of application of the such assigned payments to all outstanding Loans of the nondelinquent Lenders, Lenders' ’ respective PRO RATA shares Commitment Percentages of all outstanding Loans Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (C) at the option of the Administrative Agent, any amounts payable to such Delinquent Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Delinquent Lender, be retained by the Administrative Agent as Cash Collateral and may be utilized for future funding obligations of the Delinquent Lender in respect of any Revolving Credit Loan or existing or future participating interest in any Swingline Loan or Letter of Credit. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (A) and (B) hereinabove shall be restored only upon the payment by the Delinquent Lender of its Commitment Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at a rate per annum equal to the rate of interest applicable to overdue principal pursuant to §5.11.1 from the date when originally due until the date upon which any such amounts are actually paid.

Delinquent Lenders. (a) Notwithstanding anything If for any reason any Lender is a Delinquent Lender, then, in addition to the contrary contained rights and remedies that may be available to Agent, other Lenders, the Borrower or any other party at law or in equity, and not in limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or any the other Loan DocumentDocuments shall be suspended during the pendency of such failure or refusal, any Lender that (i) willfully does not or and (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Non-Delinquent Lenders for application to, and reduction of, their respective PRO RATA proportionate shares of all outstanding Loans to such Borrower. The Delinquent Lender hereby authorizes Operations Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and ifuntil, as a result of application of the such assigned payments to all outstanding Loans of the nondelinquent Lenders, Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its Pro Rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The Non-Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (a “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Agent and each Non-Delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and funds advanced by Agent or by any Non-Delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Loan Documents. In connection with any Borrowing, in the event that (a) a Delinquent Lender fails to fund its pro rata share of any requested Borrowing and (b) one or more Non-Delinquent Lenders do not elect to acquire the Delinquent Lender’s right to fund such Loan, such that the Lenders advance less than the full amount requested by Borrower in such Borrowing Request (to the extent such full amount requested by Borrower has been approved by the Agent) (the Pro Rata share of the Delinquent Lender which is not advanced is referred to herein, as the “Shortfall Amount”), then the Borrower shall have the right to deduct, from the Net Proceeds otherwise deliverable to the Agent pursuant to Section 2.08(b) of this Agreement, an amount equal to the Shortfall Amount. Upon the occurrence and continuance of any Event of Default under this Agreement, and notwithstanding whether the Borrower has deducted the full Shortfall Amount from the Net Proceeds as of such date, the Borrower’s right to deduct such Shortfall Amount from the Net Proceeds shall automatically terminate (without any further act by Agent or notice to Borrower required) and the Borrower shall immediately deliver any and all Net Proceeds to Agent for application to the repayment of the Obligations.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA prorata share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation or to purchase participations in Swing Line Loans required to be funded by it hereunder or (Bb) to comply with the provisions of SECTION 9.04 §16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA prorata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, Credit Agreement shall be deemed delinquent (a "DELINQUENT LENDERDelinquentLender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Revolving Credit Loans, participations in Swing Line Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA prorata shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata prorata shares of all such outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations and participations in Swing Line Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations and participations in Swing Line Loans of the nondelinquent Lenders, the Lenders' respective PRO RATA prorata shares of all outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations and participations in Swing Line Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result in the case of a Failure (as defined below) (A) Revolving Credit Lender, to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation in accordance with the terms hereof or (Bb) to comply with the provisions of SECTION 9.04 §12 with respect to making dispositions and arrangements with the other Lenders, Revolving Credit Lenders where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share based on all applicable outstanding Loans and Unpaid Reimbursement Obligations of such payments due and to payable to all Lenderspayments, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest, fees, or otherwise, the Borrowers to the remaining nondelinquent Revolving Credit Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to the Obligation so affected by such Borrowerdelinquency. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Revolving Credit Lenders in proportion to their respective pro rata shares of all such outstanding Loansthe Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans payments, the Lenders’ respective pro rata shares of the nondelinquent Lenders, Lenders' respective PRO RATA shares of all outstanding Loans Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.