Common use of Cure of Defaulting Lender Clause in Contracts

Cure of Defaulting Lender. If the Borrowers, the Administrative Agent and the Issuing Banks agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.20), such Lender will, to the extent applicable, purchase such portion of outstanding Advances and Letter of Credit Liabilities of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Advances made by the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such Advances of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting Lender; and provided further that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

Cure of Defaulting Lender. If the Borrowersapplicable Borrower, the Administrative Agent Agent, Issuing Lender and the Issuing Banks Swingline Lender agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, such Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.20)therein, such Lender will, to the extent applicable, purchase such portion of outstanding Advances and Letter of Credit Liabilities of the other Lenders and/or make such other adjustments as the Applicable Administrative Agent may determine to be necessary to cause the Advances made by the Lenders US Outstandings, Canadian Outstandings, and applicable Letter of Credit Exposure to be on a pro rata basis in accordance with their respective CommitmentsCommitments in the respective Facilities, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-or Potential Defaulting Lender (and such Advances of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees interest accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting Lender; and provided further thatprovided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from cessation of any Lender being considered as a Defaulting Lender to Non-or Potential Defaulting Lender hereunder will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender.

Cure of Defaulting Lender. If the BorrowersParent, the Administrative Agent and the Issuing Banks agree in writing in their discretion that a Lender Bank that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.202.21), such Lender Bank will, to the extent applicable, purchase such portion of outstanding Advances and Letter of Credit Liabilities of the other Lenders Banks and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Advances made by Credit Extensions of the Lenders Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender Bank will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such Advances Credit Extension of each Lender Bank will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender Bank was a Defaulting Lender; and provided further that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such LenderBank’s having been a Defaulting Lender or Potential Defaulting Lender.

Cure of Defaulting Lender. If the BorrowersBorrower, the Administrative Agent and the Issuing Banks Bank agree in writing in their good faith discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.202.15), such Lender will, to the extent applicable, purchase such portion of outstanding Advances and Letter of Credit Liabilities of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Advances made by Revolving Credit Extensions of the Lenders to be on a pro rata basis in accordance with their respective Revolving Commitments, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such Advances Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such Lender was a Defaulting Lender; and provided further thatprovided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender.

Cure of Defaulting Lender. If the BorrowersParent, the Administrative Agent and the Issuing Banks agree in writing in their discretion that a Lender that Bank is no longer a Defaulting Lender should no longer be deemed to be a or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.202.21), such Lender Bank will, to the extent applicable, purchase at par such portion of outstanding Advances and Letter of Credit Liabilities of the other Lenders Banks and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Advances made by Credit Extensions of the Lenders Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender Bank will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such Advances Credit Extension of each Lender Bank will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender Bank was a Defaulting Lender; and provided further that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Bank's having been a Defaulting Lender or Potential Defaulting Lender.

Cure of Defaulting Lender. If the Borrowers, the Administrative DIP Agent and the Issuing Banks DIP Lenders agree in writing in their discretion that a DIP Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative DIP Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.202.14), such DIP Lender will, to the extent applicable, purchase at par such portion of outstanding Advances and Letter of Credit Liabilities DIP Loans of the other Lenders DIP Lender and/or make such other adjustments as the Administrative DIP Agent may determine to be necessary to cause the Advances made by DIP Loans of the Lenders DIP Lender to be on a pro rata basis in accordance with their respective Commitments, whereupon such DIP Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such Advances Credit Extension of each DIP Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such DIP Lender was a Defaulting Lender; and provided further that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such DIP Lender’s having been a Defaulting Lender.

Cure of Defaulting Lender. If the BorrowersBorrower, the Administrative Agent and the Issuing Banks Bank agree in writing in their good faith discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.202.15), such Lender will, to the extent applicable, purchase such portion of outstanding Advances and Letter of Credit Liabilities of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Advances made by Credit Extensions of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such Advances Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such Lender was a Defaulting Lender; and provided further thatprovided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender.