Common use of Defaulting Lender Cure Clause in Contracts

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline Lender and each Issuing Bank agree in writing that a Lender is no longer 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 Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable facility (without giving effect to Section 2.14(a)(iv), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) 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 (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerCompany and the Administrative Agent (and, in the case of any Revolving Credit Lender that is a Defaulting Lender, the Administrative Agent, each Swingline Swing Line Lender and each Issuing Bank the L/C Issuers) agree in writing in their sole discretion that a Defaulting Lender is 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 which, in the case of any Revolving Credit Lender, may include arrangements with respect to any Cash Collateral), such that Revolving Credit Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Pro Rata Share (without giving effect to Section 2.14(a)(iv2.17(a)(iv)), whereupon such whereupon, that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Company while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lenderthat Xxxxxx’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, Borrower and the Administrative AgentAgent (and solely in the case of a Defaulting Lender that is a Revolving Lender, each Swingline Swing Line Lender and each Issuing Bank LC Issuer) agree in writing that a Lender is no longer 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 which, in the case of a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause cause, as applicable (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Loans to be held pro rata by the Revolving Lenders in accordance with the Commitments under the applicable facility Revolving Facility Percentage (without giving effect to Section 2.14(a)(iv2.18(b)(iv)) and (ii) the Term Loans to be held by the Term Loan Lenders pro rata as if there had been no Defaulting Lender that is a Term Loan Lender, whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline and the Issuing Lender and each Issuing Bank 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, 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 Cash Collateral)therein, such Lender will, to the extent applicable, purchase at par that such portion of outstanding Loans Advances of the other Lenders or take and/or make such other actions adjustments as the Administrative Agent may determine to be necessary to cause the Loans Advances and funded and unfunded participations in Letters Letter of Credit and Swingline Loans Exposure of the Lenders to be held on a pro rata by the Lenders basis in accordance with the Commitments under the applicable facility (without giving effect to Section 2.14(a)(iv)their respective Revolving Commitments, whereupon such Lender will cease to be a Defaulting LenderLender or Potential Defaulting Lender (and the Advances and Letter of Credit Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that (i) 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 Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change cessation hereunder from as being a Defaulting Lender to or Potential 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.

Defaulting Lender Cure. If the Parent BorrowerCompany, the Administrative Agent, the Japanese Yen Lender, each Swingline Lender and each Issuing Bank Lender agree in writing in their respective sole discretion that a Defaulting Lender is 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 Cash Collateralcash collateral), such (i) that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Credit Loans, outstanding Swingline Loans and/or outstanding USD Revolving Credit Loans, as applicable, of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the USD Revolving Credit Loans, the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the applicable Lenders under the relevant Credit Facility in accordance with the Commitments their Commitment Percentages under the applicable facility relevant Credit Facility (without giving effect to Section 2.14(a)(iv4.16(c)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Company while such Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting LenderLender and (ii) all cash collateral provided by the Borrowers pursuant to Section 4.16(d) shall thereafter be promptly returned to the Borrowers.

Defaulting Lender Cure. If the Parent BorrowerCompany, the Administrative Agent, each Swingline and, in the case that a Defaulting Lender is a Revolving Credit Lender, the Swing Line Lender and each Issuing Bank the L/C Issuer agree in writing in their sole discretion that a Lender under any Facility is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders under such Facility or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and under such Facility and, in the case of the Revolving Credit Facility, the funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders under such Facility in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.17(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Company while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline Lender and each Issuing Bank Lender agree in writing in their sole discretion that a Defaulting Lender is no longer a falls under the definition of Defaulting Lender, the Administrative Agent will so notify the parties heretoRevolving Lenders, 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with the Commitments under the applicable facility their Revolving Percentages (without giving effect to Section 2.14(a)(iv2.21(a)(iii) but giving effect to the other limitations set forth in the definition of Revolving Percentage relating to Later Expiring Letters of Credit), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerBorrowers, the Administrative Agent, each Swingline Swing Line Lender, the L/C Issuers and the Alternative Currency Fronting Lender and each Issuing Bank agree in writing that a Lender is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (and compensate such other Lenders for any break funding or other costs as a result of such purchase) or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit Credit, Swing Line Loans and Swingline Loans Alternative Currency Risk Participations to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.15(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, Borrower and the Administrative Agent, each Swingline Lender and each Issuing Bank Agent agree in writing that a Lender is no longer a Defaulting Lender or a 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 Cash Collateral)therein, such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans Advances of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans Advances to be held pro rata by the Lenders in accordance with the Commitments under the applicable facility (without giving effect to Section 2.14(a)(iv)Commitments, whereupon such Lender will cease to be a Defaulting LenderLender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such Advances of each Lender held pro rata will automatically be adjusted on a prospective basis to reflect the foregoing); provided that (i) 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 that Xxxxxx was a Defaulting Lender Lender; and (ii) such Lender provided further that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; 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 Lenderthat Xxxxxx’s having been a Defaulting Lender or Potential Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerCompany, the Administrative Agent, each Swingline Swing Line Lender and each Issuing Bank the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.17(a)(iv)), together with any payments reasonably determined by the Administrative Agent to be necessary to compensate the non-Defaulting Lenders for any loss, cost or expense of the type described in Section 3.05 (all of which purchases are hereby consented to by the Company and each Lender) whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Company while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerBorrower and the Administrative Agent agree in writing in their sole discretion that a Lender should no longer be deemed to be a Defaulting Lender (provided that, solely with respect to a Defaulting Lender that is a Revolving Lender, the Administrative Agent, each Swingline Lender and each Issuing Bank must also so agree in writing that a Lender is no longer a Defaulting Lenderin their sole discretion), 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 shall include arrangements with respect to the return to the Borrower of any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.22(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, 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 that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline the Swing Line Lender and each Issuing Bank the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (and shall pay to such other Lenders any break funding costs that such other Lenders may incur as a result of such purchase) or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Revolving Credit Lenders in accordance with the Commitments under the applicable facility their Applicable Revolving Credit Percentages (without giving effect to Section 2.14(a)(iv2.16(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Revolving Credit Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Revolving Credit Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerCompany, the Administrative Agent, each Swingline Swing Line Lender and each Issuing Bank the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (including payment of amounts that would have been owing by the Company (assuming so demanded by the Administrative Agent) pursuant to Section 3.05(a) if such payment had been made by a Borrower) or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.18(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline and the Issuing Lender and each Issuing Bank agree in writing that a Lender is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans Advances of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans Advances and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable facility (without giving effect to Section 2.14(a)(iv2.16(a)(iv), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender. Notwithstanding the above, the Borrower’s and the Administrative Agent’s right to replace a Defaulting Lender pursuant to this Agreement shall be in addition to, and not in lieu of, all other rights and remedies available to the Borrower or the Administrative Agent against such Defaulting Lender under this Agreement, at law, in equity or by statute.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline Lender and each the Issuing Bank Banks agree in writing that a any Defaulting Lender is 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 Cash Collateralcash collateral), the LC Exposure and the Swingline Exposure of the other Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.21(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline Lender Agent and each Issuing Bank agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such Defaulting Lender will cease to be a Defaulting Lender and, if a Revolving Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans and unfunded participations in Letters of Credit of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Revolving Lenders in accordance with the Commitments under the their respective applicable facility Pro Rata Shares (without giving effect to Section 2.14(a)(iv2.21(a)(iii), whereupon such Lender will cease to be a Defaulting Lender); provided that (i) 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 Lender, (ii) such Lender that ceases to be all amendments, waivers and other modifications effected without its consent in accordance with the provisions of this Section 2.21 and Section 10.5 during the period it was a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, be binding on it and (iii) 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 Lender having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, Borrower and the Administrative Agent, each and solely in the case of a Defaulting Lender that is a Revolving Lender, the Swingline Lender and each the Issuing Bank Banks, agree in writing that a Lender is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause cause, as applicable, (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Revolving Lenders in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.14(a)(ivthe immediately preceding subsection (d)), and (ii) the Term Loans (if any) to be held by the Term Loan Lenders pro rata as if there had been no Defaulting Lenders of such Class, whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerAdministrative Agent and, if applicable, the Administrative Agent, each Swingline Lender and each the Issuing Bank Banks and the Borrowers agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice notification and subject to any conditions set forth therein (which may include arrangements with respect to any Cash CollateralCollateral including the release thereof), such that Lender (if it is a Revolving Lender) will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Lenders or and/or participations of other Lenders in L/C Exposure and/or Swingline Loans and/or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under their respective Applicable Percentage in respect of the applicable facility Facility (without giving effect to Section 2.14(a)(iv2.22(a)(iii)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers any Borrower or any other Loan Party while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, and, in the case of a Defaulting Lender that is a Revolving Lender, each Swingline Swing Line Lender and each Issuing Bank L/C Issuer, agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Applicable Percentages of each Class of Loans (without giving effect to Section 2.14(a)(iv2.18(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) 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 Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerCompany, the Administrative AgentAgent and, each Swingline in the case of a Defaulting Lender that is a Revolving Credit Lender, the Swing Line Lender and each Issuing Bank the L/C Issuers, agree in writing in their sole discretion that a Defaulting Lender is under any Facility should no longer be deemed to be a Defaulting LenderLender in accordance with the provisions of this Agreement, 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of the outstanding Loans of the other Lenders under such Facility or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and under such Facility and, in the case of the Revolving Credit Facility, funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders under such Facility in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.16(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerLoan Party Agent, the Administrative AgentAgent (in its capacity as Agent and as a Lender of U.S. Swingline Loans), each Bank of America (Canada) (in its capacity as a Lender of Canadian Swingline Lender Loans), and each the applicable Issuing Bank agree in writing that a Lender is no longer 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 Cash CollateralCollateralization), such that Lender will, to the extent applicable, purchase at par that portion of outstanding U.S. Revolver Loans and/or Canadian Revolver Loans, as applicable, of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Commitments of the Loans and funded and unfunded participations in U.S. Letters of Credit and/or Canadian Letters of Credit, as applicable, and U.S. Swingline Loans and/or Canadian Swingline Loans, as applicable, to be held on a pro rata basis by the Lenders in accordance with their applicable percentages of the Commitments under the applicable facility (without giving effect to Section 2.14(a)(iv4.2.4), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers U.S. Borrower or Canadian Borrower while such Lender that Xxxxxx was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lenderthat Xxxxxx’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent and the Several L/C Agent, each Swingline Lender the Fronting Bank and each Issuing Bank Swing Line Lenders, as applicable, agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Swing Line Loans and Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.24(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender (and (ii) such Lender that ceases to the Borrower shall not be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as any such fees or payments to such Lender which were not required to have been paid to such Lender while it was a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunderDefaulting Lender); and provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerCompany, the Administrative Agent, each Swingline and, in the case a Defaulting Lender is a Revolving Credit Lender, the Swing Line Lender and each Issuing Bank L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is under any Facility should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties heretoother Lenders under such Facility, 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders under such Facility or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and under such Facility and, in the case of the Revolving Credit Facility, the funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders under such Facility in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.18(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Company while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerCompany, the Administrative AgentAgent and, each Swingline in the case that a Defaulting Lender is a Committed (USD) Lender, the Swing Line Lender and each Issuing Bank the L/C Issuer agree in writing in their sole discretion that a Lender under any Facility is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders under such Facility or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and under such Facility and, in the case of the Committed (USD) Facility, the funded and unfunded participations in Letters of Credit Credit, Bankers’ Acceptances and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders under such Facility in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.17(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Company while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lenderthat Xxxxxx’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline Lender and each Issuing Bank and the Swing Line Lender agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such Defaulting Lender will cease to be a Defaulting Lender and such Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans and unfunded participations in Letters of Credit, Swing Line Loans and Protective Advances of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit Credit, Swing Line Loans and Swingline Loans Protective Advances to be held pro rata by the Revolving Lenders in accordance with the Commitments under the their respective applicable facility Pro Rata Shares (without giving effect to Section 2.14(a)(iv2.21(a)(iii), whereupon such Lender will cease to be a Defaulting Lender); provided that (i) 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 Lender, (ii) such Lender that ceases to be all amendments, waivers and other modifications effected without its consent in accordance with the provisions of this Section 2.21 and Section 10.5 during the period it was a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, be binding on it and (iii) except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to a Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Xxxxxx having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline Lender Agent and each Issuing Bank the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders and, if such Lender is a Revolving Lender, funded and unfunded participations in Letters of Credit and Alternative Currency Risk Participations of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans Alternative Currency Risk Participations to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages of the Commitments under the applicable facility Revolving Facility (without giving effect to Section 2.14(a)(iv2.18(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) 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 Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that subject to Section 10.20 and except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such LenderLxxxxx’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerPrologis, the Global Administrative Agent, each Swingline applicable Funding Agent, each applicable Swing Line Lender (if any), each applicable L/C Issuer and each Issuing Bank applicable Fronting Lender agree in writing writing, each in their sole discretion, that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Global 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as Global Administrative Agent and/or the Administrative applicable Funding Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit Credit, Swing Line Loans and Swingline Fronting Loans of each applicable Tranche to be held on a pro rata basis by the Lenders of such Tranche in accordance with the Commitments under the applicable facility their Applicable Tranche Percentages (without giving effect to Section 2.14(a)(iv6.15.1(d)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers any Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, subject to Section 14.18 and 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 that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline the Swing Line Lender and each Issuing Bank the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender is (in its capacity as a Revolving Credit 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 Cash CollateralCollateral to the extent permitted by applicable Law, if any), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans of the applicable Facility and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under their Pro Rata Share of the applicable facility Facility (without giving effect to Section 2.14(a)(iv2.17(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers any Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, subject to Section 10.24, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerCompany, the Administrative Agent, each Swingline Swing Line Lender and each Issuing Bank L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Pro Rata Shares (without giving effect to Section 2.14(a)(iv2.18(a)(iv), whereupon such that Lender will cease to be a Defaulting Lender; provided that (ix) to the extent that any non-Defaulting Lender incurs any loss, cost or expense as a result of such purchase of any Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such Loan, such Defaulting Lender shall reimburse such non-Defaulting Lenders for any such loss, cost or expense, (y) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such that Lender was a Defaulting Lender and (iiz) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerBorrower and the Administrative Agent (and solely in the case of a Defaulting Lender that is a Revolving Lender, the Administrative Agent, each Swingline Lender and each the Issuing Bank Banks) agree in writing that a Lender is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause cause, as applicable, (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Revolving Lenders in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.14(a)(ivthe immediately preceding subsection (d)) and (ii) the Term Loans of each Class to be held by the Term Loan Lenders of such Class pro rata as if there had been no Defaulting Lenders of such Class, whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to a Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerBorrower and the Revolver Administrative Agent (and solely in the case of a Defaulting Lender that is a Revolving Lender, the Administrative Agent, each Swingline Swing Line Lender and each Issuing Bank LC Issuer) agree in writing that a Lender is no longer a Defaulting Lender, the Revolver 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 which, in the case of a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Revolver Administrative Agent may determine to be necessary to cause cause, as applicable (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Loans to be held pro rata by the Revolving Lenders in accordance with the Commitments under the applicable facility Revolving Facility Percentage (without giving effect to Section 2.14(a)(iv2.18(b)(iv)) and (ii) the Term Loans to be held by the Term Loan Lenders pro rata as if there had been no Defaulting Lender that is a Term Loan Lender, whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerBorrowers, the Administrative Agent, each Swingline Lender, and Issuing Lender and each Issuing Bank agree in writing that a Lender is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Credit Loans of the applicable Class of Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans of such Class and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Revolving Credit Lenders of the applicable Class in accordance with the Revolving Credit Commitments under the applicable facility of such Class (without giving effect to Section 2.14(a)(iv2.21(a)(iv)), and reimburse each such Revolving Credit Lender for any costs of the type described in Section 2.15 incurred by any such Revolving Credit Lender as a result of such purchase, whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lenderthat Xxxxxx’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline Lender and each the Issuing Bank agree in writing that a Lender is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, if it is a Revolving Lender, purchase at par that portion of outstanding Revolving Loans of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Revolving Lenders in accordance with their respective Revolving Commitment Percentages (determined without giving effect to the subsection (d) of this Section) and Swingline if it is a Term Loan Lender, purchase at par that portion of outstanding Term Loans of the other Term Loan Lenders or take such other actions as the Administrative Agent may determine to be necessary cause the Term Loans to be held pro rata by the Term Loan Lenders in accordance with the Commitments under respective unpaid principal amounts of the applicable facility (without giving effect to Section 2.14(a)(iv), Term Loans held by them whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerBorrowers, the Administrative Agent, each Swingline Swing Line Lender, the L/C Issuers and the Alternative Currency Fronting Lender and each Issuing Bank agree in writing that a Lender is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (and compensate such other Lenders for any break funding or other costs as a result of such purchase) or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit Credit, Swing Line Loans and Swingline Loans Alternative Currency Risk Participations to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.15(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s 's having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each the Swingline Lender and each the Issuing Bank Banks agree in writing that a Revolving Lender is no longer 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 shall include arrangements the release of any cash collateral previously provided by the Borrower hereunder with respect to any Cash Collateralsuch Defaulting Lender to the extent such cash collateral has not been applied to the Obligations), such that Revolving Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with the Commitments under the applicable facility their Revolving Commitment Percentages (without giving effect to Section 2.14(a)(ivSECTION 2.26(a)(iv)), whereupon such Revolving Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Revolving Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Revolving Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Revolving Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerCompany, the Administrative Agent, each Swingline and, in the case that a Defaulting Lender is a Revolving Credit Lender, the Swing Line Lender and each Issuing Bank the L/C Issuer agree in writing in their sole discretion that a Lender under any Facility is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders under such Facility or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and under such Facility and, in the case of the Revolving Credit Facility, the funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders under such Facility in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.17(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Company while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lenderthat Lxxxxx’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline Swing Line Lender and each Issuing Bank the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (and shall pay to such other Lenders any break funding costs that such other Lenders may incur as a result of such purchase) or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Revolving Credit Lenders in accordance with their Applicable Percentages of the Commitments under the applicable facility Revolving Credit Facility (without giving effect to Section 2.14(a)(iv2.16(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Revolving Credit Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Revolving Credit Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, Borrower and the Administrative Agent, each and solely in the case of a Defaulting Lender that is a Tranche 1 Revolving Lender, the Swingline Lender Lenders and each the Issuing Bank Banks, agree in writing that a Lender is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause cause, as applicable, (i) the Revolving Loans and of the applicable Class and, in the case of any Defaulting Lender that is a Tranche 1 Revolving Lender, funded and unfunded participations in Letters of Credit and Swingline Loans Loans, to be held pro rata by the Revolving Lenders of the applicable Class in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages of such Class (determined without giving effect to Section 2.14(a)(ivthe immediately preceding subsection (d)), and (ii) the Term Loans (if any) to be held by the Term Loan Lenders of the applicable Class pro rata as if there had been no Defaulting Lenders of such Class, whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerCompany, the Administrative AgentAgent and, each Swingline in the case that a Defaulting Lender is a Committed (USD) Lender, the Swing Line Lender and each Issuing Bank the L/C Issuer agree in writing in their sole discretion that a Lender under any Facility is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders under such Facility or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and under such Facility and, in the case of the Committed (USD) Facility, the funded and unfunded participations in Letters of Credit Credit, Bankers’ Acceptances and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders under such Facility in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.17(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Company while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerCompany, each Issuing Lender and the Administrative Agent, each Swingline Lender and each Issuing Bank agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral)therein, such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Revolving Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages and the Commitments under LC Exposure of the applicable facility (without giving effect Lenders shall be readjusted to Section 2.14(a)(iv)reflect the inclusion of such Lender’s Commitment, whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such that Lender was a Defaulting Lender and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunderLender; provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s that Lender having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerHoldings, the Administrative Agent, each Swingline the Swing Line Lender and each Issuing Bank the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (and shall pay to such other Lenders any break funding costs that such other Lenders may incur as a result of such purchase) or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the applicable Revolving Credit Lenders in accordance with their Applicable Percentages of the Commitments under the applicable facility relevant Revolving Credit Facility (without giving effect to Section 2.14(a)(iv2.16(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments (other than payments in respect of expense reimbursements and indemnification obligations) made by or on behalf of the Borrowers while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected partiesparties and subject to Section 11.27, no change hereunder from Defaulting Lender to Revolving Credit Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lenderthat Revolving Credit Xxxxxx’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each the Swingline Lenders and the Issuing Lender and each Issuing Bank agree in writing that a Lender is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under of the applicable facility Class (without giving effect to Section 2.14(a)(iv2.21(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender and Lender; provided further that (iix) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s that Lender having been a Defaulting Lender, and (y) such Lender shall be obligated to reimburse the other Lenders for any breakage expenses of the type described in Section 2.17 arising as a result of the foregoing.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline Lender Agent and each Issuing Bank Swing Line Lenders agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.22(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender (and (ii) such Lender that ceases to the Borrower shall not be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as any such fees or payments to such Lender which were not required to have been paid to such Lender while it was a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunderDefaulting Lender); and provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, Borrower and the Administrative Agent, each and solely in the case of a Defaulting Lender that is a Revolving Lender, the Swingline Lender Lenders and each the Issuing Bank Banks, agree in writing that a Lender is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause cause, as applicable (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Revolving Lenders in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.14(a)(ivthe immediately preceding subsection (d)) and (ii) the Term Loans to be held by the Term Loan Lenders pro rata as if there had been no Defaulting Lenders of such Class, whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, Borrower and the Administrative AgentAgent (and, in the case of any Revolving Lender that is a Defaulting Lender, each Swingline Issuing Lender and each Issuing Bank Swing Line Lender) agree in writing that a Lender is no longer 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 Cash Collateralcash collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held pro rata by the Revolving Lenders in accordance with the Revolving Commitments under the applicable facility (without giving effect to Section 2.14(a)(iv1.12(a)(4)) and the Term Loans for each Series to be held pro rata by the Term Lenders in accordance with the Term Loan Commitments for such Series, whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline the Swing Line Lender and each Issuing Bank the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender is (in its capacity as a Revolving Credit 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 Cash CollateralCollateral to the extent permitted by applicable Law, if any), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans of the applicable Facility and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under their Pro Rata Share of the applicable facility Facility (without giving effect to Section 2.14(a)(iv2.17(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers any Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, subject to Section 10.24, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lenderthat Xxxxxx’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerBorrowers, the Revolving and LC Administrative Agent, each Swingline the Swing Loan Lender and each Issuing Bank Issuer agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Revolving and LC Administrative Agent will so notify the parties heretoBorrowers, the Liquidity Lenders and the Liquidity Issuers, 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 Cash Collateralcash collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans and Letter of Credit Obligations of the other Lenders or and take such other actions as the Revolving and LC Administrative Agent may determine to be necessary to cause the Loans Loans, Letter of Credit Obligations and funded and unfunded participations in Letters of Credit and Swingline Swing Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Ratable Portions (without giving effect to Section 2.14(a)(ivclause (a)(iv) above), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender and no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline Lender if any Swing Line Loans are then outstanding, the Swing Line Lender, and, if any Letters of Credit are then issued and each outstanding, the Issuing Bank with respect to such Letters of Credit, agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and the funded and unfunded participations in Letters of Credit and Swingline funded and unfunded participations in Swing Line Loans to be held pro rata by the Lenders in accordance with the their Commitments under the each applicable facility Facility (without giving effect to Section 2.14(a)(iv2.17(a)(iii)(D)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunderLender; provided, provided further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerLoan Party Agent, the Administrative AgentAgent (in its capacity as Agent and as a Lender of U.S. Swingline Loans), each Bank of America (Canada) (in its capacity as a Lender of Canadian Swingline Lender Loans), and each the applicable Issuing Bank agree in writing that a Lender is no longer 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 Cash CollateralCollateralization), such that Lender will, to the extent applicable, purchase at par that portion of outstanding U.S. Revolver Loans and/or Canadian Revolver Loans, as applicable, of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Commitments of the Loans and funded and unfunded participations in U.S. Letters of Credit and/or Canadian Letters of Credit, as applicable, and U.S. Swingline Loans and/or Canadian Swingline Loans, as applicable, to be held on a pro rata basis by the Lenders in accordance with their applicable percentages of the Commitments under the applicable facility (without giving effect to Section 2.14(a)(iv4.2.4), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers U.S. Borrower or Canadian Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerAirgas, the Administrative Agent, each the U.S. Swingline Lender Lender, the Foreign Swingline Lenders and each the U.S. Issuing Bank Lenders (as applicable) agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in U.S. Letters of Credit and Credit, U.S. Swingline Loans and Foreign Swingline Loans (as applicable) to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv4.16(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerHoldings, the Administrative Agent, each Swingline the Swing Line Lender and each Issuing Bank the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (and shall pay to such other Lenders any break funding costs that such other Lenders may incur as a result of such purchase) or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the applicable Revolving Credit Lenders in accordance with their Applicable Percentages of the Commitments under the applicable facility relevant Revolving Credit Facility (without giving effect to Section 2.14(a)(iv2.16(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments (other than payments in respect of expense reimbursements and indemnification obligations) made by or on behalf of the Borrowers while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Revolving Credit Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Revolving Credit Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerBorrower and the Administrative Agent (and in the case of any Defaulting Lender that is a Revolving Lender, the Administrative Agent, each Swingline Lender and each the Issuing Bank Banks) agree in writing that a Lender is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Revolving Lenders in accordance with their respective Revolving Commitment Percentages and the Term Loan to be held by the Term Loan Lenders pro rata in accordance with the amount of their respective Term Loan Commitments under the applicable facility (each case, determined without giving effect to Section 2.14(a)(ivthe immediately preceding subsection (d)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerCompany, the Administrative Agent, each the Japanese Yen Lender, theeach Swingline Lender and each Issuing Bank Lender agree in writing in their respective sole discretion that a Defaulting Lender is 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 Cash Collateralcash collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Credit Loans and/or outstanding USD Revolving Credit Loans, as applicable, of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the USD Revolving Credit Loans, the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the applicable Lenders under the relevant Credit Facility in accordance with the Commitments their Revolving Credit Commitment Percentages under the applicable facility relevant Credit Facility (without giving effect to Section 2.14(a)(iv4.16(c)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Company while such Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each and in the case of a Revolving Credit Lender that is a Defaulting Lender, the Swingline Lender and each the Issuing Bank Banks, agree in writing in their reasonable discretion that a Defaulting Lender is no longer meets the requirements of 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 Cash Collateral), such that Lender (solely to the extent a Revolving Credit Lender) will, to the extent applicable, purchase at par that portion of outstanding Revolving Credit Loans of the other Revolving Credit Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Revolving Credit Lenders of the in accordance with the Commitments under the their applicable facility Revolving Commitment Percentages (without giving effect to Section 2.14(a)(iv2.24(a)(iv)), whereupon such that Revolving Credit Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such a Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline Lender and each Issuing Bank Lender agree in writing in their sole discretion that a Defaulting Lender is no longer a falls under the definition of Defaulting Lender, the Administrative Agent will so notify the parties heretoRevolving Lenders, 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with the Commitments under the applicable facility their Revolving Percentages (without giving effect to Section 2.14(a)(iv2.21(a)(iii) but giving effect to the other limitations set forth in the definition of Revolving Percentage relating to Later Expiring Letters of Credit), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected partiesparties or except as provided in Section 10.19, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lenderthat Xxxxxx’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline Lender Agent and each Issuing Bank the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders and, if such Lender is a Revolving Lender, funded and unfunded participations in Letters of Credit and Alternative Currency Risk Participations of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans Alternative Currency Risk Participations to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages of the Commitments under the applicable facility Revolving Facility (without giving effect to Section 2.14(a)(iv2.18(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) 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 Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that subject to Section 10.20 and except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, Borrower and the Administrative Agent, each and solely in the case of a Defaulting Lender that is a Revolving Lender, the Swingline Lender and each the Issuing Bank Banks, agree in writing that a Lender is no longer 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 which, in the case of a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause cause, as applicable, (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Revolving Lenders in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.14(a)(ivthe immediately preceding subsection (d)) and (ii) the Term Loans to be held by the Term Loan Lenders pro rata as if there had been no Defaulting Lenders that are Term Loan Lenders, whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If The provisions of this Section 2.3(g) shall remain effective with respect to such Defaulting Lender until the Parent Borrowerearlier of (x) the date on which the non-Defaulting Lenders, Agent, and Borrowers shall have waived, in writing, the Administrative Agent, each Swingline Lender and each Issuing Bank agree in writing that a Lender is no longer a application of this Section 2.3(g) to such Defaulting Lender, or (y) the Administrative date on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent will so notify the parties hereto, whereupon as all amounts owing by Defaulting Lender in respect of the effective date specified in such notice and subject amounts that it was obligated to fund hereunder, and, if requested by Agent, provides adequate assurance of its ability to perform its future obligations hereunder. The operation of this Section 2.3(g) shall not be construed to increase or otherwise affect the Revolver Commitment of any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender willLender, to relieve or excuse the extent applicableperformance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, purchase at par that portion or to relieve or excuse the performance by Borrowers of outstanding Loans of the other Lenders their duties and obligations hereunder to Agent or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable facility (without giving effect to Section 2.14(a)(iv), whereupon other than such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made . Any failure by or on behalf of the Borrowers while such Lender was a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and (ii) shall entitle Borrowers, at their option, upon written notice to Agent, to arrange for a substitute Lender to assume the Revolver Commitment of such Defaulting Lender, such substitute Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.reasonably acceptable to

Defaulting Lender Cure. If the Parent Borrower, Borrower and the Administrative Agent, each and solely in the case of a Defaulting Lender that is a Revolving Lender, the Swingline Lender and each the Issuing Bank Banks, agree in writing that a Lender is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause cause, as applicable, (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Revolving Lenders in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.14(a)(ivthe immediately preceding subsection (d)) and (ii) the Term Loans (if any) to be held by the Term Loan Lenders pro rata as if there had been no Defaulting Lenders of such Class, whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, Borrower and the Administrative AgentAgent (and solely in the case of a Defaulting Lender that is a Revolving Lender, each Swingline Swing Line Lender and each Issuing Bank LC Issuer) agree in writing that a Lender is no longer 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 which, in the case of a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause cause, as applicable (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Loans to be held pro rata by the Revolving Lenders in accordance with the Commitments under the applicable facility Revolving Facility Percentage (without giving effect to Section 2.14(a)(iv2.18(b)(iv)) and (ii) the Term Loans to be held by the Term Loan Lenders pro rata as if there had been no Defaulting Lender that is a Term Loan Lender, whereupon such Lender will cease to be a Defaulting Lender; provided that (i) 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 that Xxxxxx was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lenderthat Xxxxxx’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline the Swing Line Lender and each Issuing Bank the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans and Alternative Currency Risk Participations of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans and Alternative Currency Risk Participations to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable Percentages of the Aggregate Revolving Commitments under the applicable facility (without giving effect to Section 2.14(a)(iv2.18(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) 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 Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that subject to Section 10.20 and except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each the Swingline Lender and each Issuing Bank and, if no Event of Default shall then have occurred and be continuing, the Borrower, agree in writing that a Lender is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable facility (without giving effect to Section 2.14(a)(ivclause (d) of Subsection 2.15.1 (Reallocation of Participations to Reduce Fronting Exposure), whereupon such Lender will cease to be a Defaulting Lender; provided provided, that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunderLender; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerCompany, the Administrative Agent, each Swingline and, in the case that a Defaulting Lender is a Revolving Credit Lender, the Swing Line Lender and each Issuing Bank the L/C Issuers agree in writing in their sole discretion that a Lender under any Facility is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders under such Facility or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and under such Facility and, in the case of the Revolving Credit Facility, the funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders under such Facility in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.17(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Company while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.. 152302503

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline the Swing Line Lender and each Issuing Bank the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (and shall pay to such other Lenders any break funding costs that such other Lenders may incur as a result of such purchase) or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Revolving Credit Lenders in accordance with their Applicable Percentages of the Commitments under the applicable facility Revolving Credit Facility (without giving effect to Section 2.14(a)(iv2.16(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Revolving Credit Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Revolving Credit Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline Swing Line Lender and each Issuing Bank the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans Advances of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans Advances and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Pro Rata Share Percentage (without giving effect to Section 2.14(a)(iv8.16(a)(iv)), whereupon such Lender that Xxxxxx will cease to be a Defaulting Lender; provided that (i) 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 that Xxxxxx was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lenderthat Xxxxxx’s having been a Defaulting Lender. The Administrative Agent, any L/C Issuer or the Swing Line Lender will promptly notify the Borrower at the time the Administrative Agent, any L/C Issuer or the Swing Line Lender determines or is otherwise informed of the existence of a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerBorrower Representative and the Administrative Agent and in the case of a Defaulting Lender that is a Revolving Lender, the Administrative Agent, each Swingline Lender and each the Issuing Bank Bank, agree in writing that a Lender is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the applicable Class of the other applicable Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.14(a)(ivthe immediately preceding subsection (d)), and Term Loan Commitment Percentages, as applicable, whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline Swing Loan Lender and each Issuing Bank Lender agree in writing that a Lender is no longer a Defaulting LenderLender with respect to a Facility, 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders with respect to such Facility or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Loans with respect to such Facility to be held pro rata by the Lenders with respect to such Facility in accordance with the Commitments under the applicable facility such Facility (without giving effect to Section 2.14(a)(iv)2.10 (a)(iv) [Reallocation of Participations to Reduce Fronting Exposure], whereupon such Lender will cease to be a Defaulting LenderLender with respect to such Facility; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender with respect to such Facility; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lenderthat Xxxxxx’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerCompany, the Administrative Agent, each Swingline Lender Agent and each Issuing Bank L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Pro Rata Shares (without giving effect to Section 2.14(a)(iv2.18(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (ix) to the extent that any non-Defaulting Lender incurs any loss, cost or expense as a result of such purchase of any Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such Loan, such Defaulting Lender shall reimburse such non-Defaulting Lenders for any such loss, cost or expense, (y) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such that Lender was a Defaulting Lender and (iiz) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerPrologis, the Global Administrative Agent, each Swingline Lender applicable Funding Agent, each applicable Swing Line Lender, each applicable L/C Issuer and each Issuing Bank applicable Fronting Lender agree in writing writing, each in their sole discretion, that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Global 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as Global Administrative Agent and/or the Administrative applicable Funding Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit Credit, Swing Line Loans and Swingline Fronting Loans of each applicable Tranche to be held on a pro rata basis by the Lenders of such Tranche in accordance with the Commitments under the applicable facility their Applicable Tranche Percentages (without giving effect to to Section 2.14(a)(iv6.15.1 (d)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers any Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline Lender the Several L/C Agent and each Issuing the Fronting Bank agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.20(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender (and (ii) such Lender that ceases to the Borrower shall not be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as any such fees or payments to such Lender which were not required to have been paid to such Lender while it was a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunderDefaulting Lender); and provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerPrologis, the Global Administrative Agent, each Swingline Lender applicable Funding Agent, each applicable Swing Line Lender, each applicable L/C Issuer and each Issuing Bank applicable Fronting Lender agree in writing writing, each in their sole discretion, that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Global 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as Global Administrative Agent and/or the Administrative applicable Funding Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit Credit, Swing Line Loans and Swingline Fronting Loans of each applicable Tranche to be held on a pro rata basis by the Lenders of such Tranche in accordance with the Commitments under the applicable facility their Applicable Tranche Percentages (without giving effect to Section 2.14(a)(iv6.15.1(d)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers any Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline Swing Line Lender and each Issuing Bank the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender (except that during the continuance of an Event of Default, the Borrower’s agreement shall not be required and the agreement of the Swing Line Lender and the L/C Issuer shall not be necessary with respect to a Term Loan 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 --106- may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.16(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline the Swing Line Lender and each Issuing Bank the L/C Issuers agree in writing that a Lender is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase purchase, subject to any amounts owed pursuant to Section 3.05, at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable facility their respective Credit Percentages in respect of their Revolving Committed Amount (determined (1) assuming each Term Loan Lender had funded all of its Term Loans in full and (2) without giving effect to Section 2.14(a)(ivthe immediately preceding subsection (d)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each and solely in the case of a Defaulting Lender that is a Revolving Lender, the Swingline Lender and each Issuing Bank Lender, agree in writing that a Lender is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause cause, as applicable, (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Revolving Lenders in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.14(a)(ivthe immediately preceding subsection (d)) and (ii) Term Loans to be held by the Term Loan Lenders pro rata by the Term Loan Lenders as though there had been no Defaulting Lender, whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, thatthat 4889-7534-3155, v. 14 except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lenderthat Xxxxxx’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerBorrowers, the Administrative Agent, each Swingline Lender Agent and each Issuing Bank the Letter of Credit Issuer agree in writing that a Lender is no longer to allow a Defaulting LenderLender to cure its default hereunder (“Permission to Cure”), 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 Cash Collateralcash collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Facility Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Revolving Commitments under the applicable facility (without giving effect to Section 2.14(a)(iv2.17(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender. Notwithstanding the foregoing, a Defaulting Lender shall be allowed to cure its default hereunder in accordance with the foregoing requirements of this Section 2.17(b) without Permission to Cure if (i) such default arises out of such Lender’s failure to fund all or any portion of its Loans, or its failure to pay the Administrative Agent or any other Lender any amount required hereunder, within one (1) Business Day after the date due; and (ii) such default has not occurred more than twice before the pending default to be cured.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Senior Facility Agent, each Swingline Swing Line Lender and each the Issuing Bank Banks agree in writing that a any Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Senior Facility 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 Cash Collateralcash collateral), the LC Exposure and the Swing Line Exposure of the other Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Senior Facility Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.23(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, Borrower and the Administrative Agent, each Swingline and solely in the case of a Defaulting Lender and each that is a Tranche 1 Revolving Lender, the Issuing Bank Banks, agree in writing that a Lender is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause cause, as applicable, (i) the Revolving Loans and of the applicable Class and, in the case of any Defaulting Lender that is a Tranche 1 Revolving Lender, funded and unfunded participations in Letters of Credit and Swingline Loans Credit, to be held pro rata by the Revolving Lenders of the applicable Class in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages of such Class (determined without giving effect to Section 2.14(a)(ivthe immediately preceding subsection (d)), and (ii) the Term Loans (if any) to be held by the Term Loan Lenders of the applicable Class pro rata as if there had been no Defaulting Lenders of such Class, whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative AgentAgent and, in the case of any Defaulting Lender that is a Revolving Lender, each Swingline Lender and each Issuing Bank agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateralcash collateral), such Lender will, if such Lender is a Revolving Lender and to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Revolving Lenders of the applicable Class or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with the their respective Revolving Commitments under of the applicable facility (without giving effect to Section 2.14(a)(iv)Class, whereupon such Lender will cease to be a Defaulting Lender; provided that (i) 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 Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, provided further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from being a Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such LenderXxxxxx’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline Lender Agent and each Issuing Bank the Issuers agree in writing that a Lender is no longer 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 Cash Collateral), ) (i) such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable facility Facility (without giving effect to Section 2.14(a)(iv2.20(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender and (ii) such Lender that ceases the Cash Collateral requirements set forth in Section 2.19 will terminate and the applicable Issuer will cause any Cash Collateral posted with respect to their respective Letter of Credit Obligations, to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for returned to Borrower subject to any amounts they were required terms relating to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereundersuch Cash Collateral; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerCompany, the Administrative AgentAgent (and, each Swingline in the case of a Defaulting Lender which is a Multicurrency Lender), Swing Line Lender and each the Issuing Bank agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Committed Loans and (and in the case of a Defaulting Lender which is a Multicurrency Lender) funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Multicurrency Commitment Percentages or Yen Enabled Commitments, as the Commitments under the applicable facility case may be (without giving effect to Section 2.14(a)(iv2.22(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Company while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerHoldings, the Administrative Agent, each Swingline the Swing Line Lender and each Issuing Bank the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (and shall pay to such other Lenders any break funding costs that such other Lenders may incur as a result of such purchase) or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the applicable Revolving Credit Lenders in accordance with their Applicable Percentages of the Commitments under the applicable facility relevant Revolving Credit Facility (without giving effect to Section 2.14(a)(iv2.16(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments (other than payments in respect of expense reimbursements and indemnification obligations) made by or on behalf of the Borrowers while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected partiesparties and subject to Section 11.27, no change hereunder from Defaulting Lender to Revolving Credit Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Revolving Credit Lender’s having been a Defaulting Lender.. US-DOCS\70212156.13

Defaulting Lender Cure. If the Parent Borrower, Borrower and the Administrative Agent, each and in the case of a Defaulting Lender that is a Revolving Lender, the Swingline Lender and each the Issuing Bank Bank, agree in writing that a Lender is no longer 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 Cash Collateral), such Lender that Lender, if a Revolving Lender, will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Revolving Lenders in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.14(a)(ivthe immediately preceding subsection (d)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers Borrower while any such Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Senior Facility Agent, each Swingline Swing Line Lender and each the Issuing Bank Banks agree in writing that a any Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Senior Facility 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 Cash Collateral), the LC Exposure and the Swing Line Exposure of the other Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Senior Facility Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.23(a)(iv) ), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lenderthat Xxxxxx’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerCompany, the Administrative Agent, each Swingline Lender Agent and each Issuing Bank L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Pro Rata Shares (without giving effect to Section 2.14(a)(iv2.18(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (ix) to the extent that any non-Defaulting Lender incurs any loss, cost or expense as a result of such purchase of any Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such Loan, such Defaulting Lender shall reimburse such non-Defaulting Lenders for any such loss, cost or expense, (y) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender that Xxxxxx was a Defaulting Lender and (iiz) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lenderthat Xxxxxx’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerBorrowers, the Applicable Administrative Agent, each the Swingline Lender (if applicable), and each Issuing Bank (if applicable) agree in writing that a Lender is no longer a Defaulting Lender, the Applicable 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 Cash Collateral), such that Lender will, will (to the extent a Revolving Lender and to the extent applicable), purchase at par that portion of outstanding Revolving Loans of the other Revolving Lenders or take such other actions as the Revolving Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Revolving Lenders in accordance with the Revolving Commitments under the applicable facility (without giving effect to Section 2.14(a)(iv2.22(a)(iv)), and reimburse each such Revolving Lender for any costs of the type described in Section 2.15 incurred by any Revolving Lender as a result of such purchase, whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such that Lender was a Defaulting Lender and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunderLender; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerCompany, the Administrative Agent, the Japanese Yen Lender, each Swingline Lender and each Issuing Bank Lender agree in writing in their respective sole discretion that a Defaulting Lender is 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 Cash Collateralcash collateral), such (i) that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Credit Loans, outstanding Swingline Loans and/or outstanding USD Revolving Credit Loans, as applicable, of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the USD Revolving Credit Loans, the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the applicable Lenders under the relevant Credit Facility in accordance with the Commitments their Commitment Percentages under the applicable facility relevant Credit Facility (without giving effect to Section 2.14(a)(iv4.16(c)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Company while such Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender. and (ii) all cash collateral provided by the Borrowers pursuant to Section 4.16(d) shall thereafter be promptly returned to the Borrowers.

Defaulting Lender Cure. (i) If the Parent Borrower, Borrower and the Administrative Agent, each Issuing Bank (if applicable) and the Swingline Lender and each Issuing Bank (if applicable) agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral)therein, such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable facility (without giving effect to Section 2.14(a)(iv), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) 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 that Xxxxxx was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, provided further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lenderthat Xxxxxx’s having been a Defaulting Lender. (ii) After a determination pursuant to clause (i) above with respect to a Revolving Lender, then the Swingline Exposure and LC Exposure of the other Revolving Lenders under each relevant Facility shall be readjusted to reflect the inclusion of such Revolving Lender’s Revolving Commitment and on such date such Revolving Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Revolving Loans in accordance with its Pro Rata Share (without giving effect to Section 2.20(a)(iv)).

Defaulting Lender Cure. If the Parent Borrower, Borrower and the Administrative Agent, each and solely in the case of a Defaulting Lender that is a Revolving Lender, the Swingline Lender Lenders and each the Issuing Bank Banks, agree in writing that a Lender is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause cause, as applicable, (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Revolving Lenders in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.14(a)(ivthe immediately preceding subsection (d)), and (ii) the Term Loans (if any) to be held by the Term Loan Lenders pro rata as if there had been no Defaulting Lenders of such Class, whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, Borrowers and the Administrative Agent, each Swingline Lender and each Issuing Bank Agent agree in writing in their sole discretion (with no consent required from the Borrowers if any Default or Event of Default exists) that a Defaulting Lender that is a 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 Cash Collateralcash collateral), such that Lender (i) if a Revolving Lender, will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with the Commitments under the their applicable facility Revolving Loan Commitment Percentages (without giving effect to Section 2.14(a)(iv3.11(a)(iv)) and/or (ii) if a Term Lender will, if at such time the Term Loan Commitments have not been fully utilized or terminated and to the extent applicable, purchase that portion of the outstanding Term Loans of the other Term Lenders to cause the Term Loans to be held on a pro rata basis by the Term Lenders in accordance with their Term Loan Commitment Percentages, whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s 's having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerUltimate Parent, the Administrative Agent, each Swingline the Swing Line Lender and each Issuing Bank the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the date such confirmation is so received or the effective date specified in such notice (and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral)), as applicable, such Lender will, to the extent applicable, purchase at par that portion of outstanding Committed Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.17(a)(iv)), together with any payments reasonably determined by the Administrative Agent to be necessary to compensate the non-Defaulting Lenders for any loss, cost or expense of the type described in Section 3.05 (all of which purchases are hereby consented to by Ultimate Parent and each Lender) whereupon such Lender will cease to be a Defaulting Lender; provided that (i) 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 Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline Swing Loan Lender and each Issuing Bank Lender agree in writing that a Lender is no longer a Defaulting LenderLender with respect to a Facility, 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders with respect to such Facility or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Loans with respect to such Facility to be held pro rata by the Lenders with respect to such Facility in accordance with the Commitments under the applicable facility such Facility (without giving effect to Section 2.14(a)(iv2.10 (a)(iv) [Reallocation of Participations to Reduce Fronting Exposure]), whereupon such Lender will cease to be a Defaulting LenderLender with respect to such Facility; provided that (i) 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 that Xxxxxx was a Defaulting Lender with respect to such Facility; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lenderthat Xxxxxx’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline the Swing Line Lender and each Issuing Bank the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (and shall pay to such other Lenders any break funding costs that such other Lenders may incur as a result of such purchase) or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Revolving Credit Lenders in accordance with their Applicable Percentages of the Commitments under the applicable facility Revolving Credit Facility (without giving effect to Section 2.14(a)(iv2.16(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Revolving Credit Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Revolving Credit Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerCompany, the Administrative Agent, each Swingline Swing Line Lender and each Issuing Bank the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under the their Dollar Revolving Facility Applicable Percentages, Alternative Currency Revolving Facility Applicable Percentages or Term Facility Applicable Percentages, as applicable facility (without giving effect to Section 2.14(a)(iv2.17(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers any Borrower while such Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerCompany, the Administrative Agent, each Swingline the Swing Line Lender and each Issuing Bank L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.17(a)(iv)), together with any payments reasonably determined by the Administrative Agent to be necessary to compensate the Non-Defaulting Lenders for any loss, cost or expense of the type described in Section 3.05 (all of which purchases are hereby consented to by the Company and each Lender) whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Company while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent BorrowerHoldings, the Administrative Agent, each Swingline the Swing Line Lender and each Issuing Bank the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (and shall pay to such other Lenders any break funding costs that such other Lenders may incur as a result of such purchase) or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the applicable Revolving Credit Lenders in accordance with their Applicable Percentages of the Commitments under the applicable facility relevant Revolving Credit Facility (without giving effect to Section 2.14(a)(iv2.16(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments (other than payments in respect of expense reimbursements and indemnification obligations) made by or on behalf of the Borrowers while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected partiesparties and subject to Section 11.27, no change hereunder from Defaulting Lender to Revolving Credit Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Revolving Credit Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, Borrower and the Administrative Agent, each and solely in the case of a Defaulting Lender that is a Revolving Lender, the Swingline Lender and each the Issuing Bank Banks, agree in writing that a Lender is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause cause, as applicable, (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Revolving Lenders in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.14(a)(ivthe immediately preceding subsection (d)) and (ii) the Term Loans to be held by the Term Loan Lenders pro rata as if there had been no Defaulting Lenders of such Class, ​ whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers Borrower while such that Lender was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline Agent and Issuing Lender and each Issuing Bank agree in in(b) writing that a Lender is no longer 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 Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with the Commitments under the applicable facility their Applicable Percentages (without giving effect to Section 2.14(a)(iv2.21(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) 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 that Xxxxxx was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lenderthat Xxxxxx’s having been a Defaulting Lender. New Letters of Credit. So long as any Lender is a Defaulting Lender, no Issuing Lender shall be(c) required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto. Incremental Term Loans and Revolving Facility Increase.

Defaulting Lender Cure. If the Parent BorrowerBorrower and Administrative Agent (and solely in the case of a Defaulting Lender that is a Revolving Lender, the Administrative Agent, each Swingline Lender and each the Issuing Bank Bank) agree in writing that a Lender is no longer 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 which, in the case of a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Revolving Lenders in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.14(a)(ivthe immediately preceding subsection (d)) and to cause the Term Loans of each Class to be held pro rata by the Term Lenders of such Class in accordance with their respective Term Loan Commitment Percentages of such Class, whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers Borrower while such Lender that Xxxxxx was a Defaulting Lender Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lenderthat Xxxxxx’s having been a Defaulting Lender.

Defaulting Lender Cure. (i) If the Parent BorrowerBorrowers, the Administrative Agent, each Agent and the Swingline Lender Lenders and each Issuing Bank the L/C Issuer agree in writing that a Multi-Currency Lender is no longer 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 Cash Collateral, if applicable), such that Multi-Currency Lender will, to the extent applicable, purchase at par that portion of outstanding Multi-Currency Revolving Loans of the of the other Multi-Currency Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the such Multi-Currency Revolving Loans and and, if applicable, funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Multi-Currency Lenders in accordance with the Commitments under the applicable facility their Multi-Currency Revolving Commitment Percentages (without giving effect to Section 2.14(a)(iv2.15(a)(iv)), whereupon such Multi-Currency Lender will cease to be a Defaulting Lender; (ii) If the Borrowers and the Administrative Agent agree in writing that a USD Lender is no longer 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, that USD Lender will, to the extent applicable, purchase at par that portion of outstanding USD Revolving Loans of the of the other USD Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause such USD Revolving Loans to be held on a pro rata basis by the USD Lenders in accordance with their USD Revolving Commitment Percentages (without giving effect to Section 2.15(a)(iv)), whereupon such USD Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such that Multi-Currency Lender or USD Lender was a Defaulting Lender and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunderLender, provided; provided, further, that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Multi-Currency Lender or USD Lender will constitute a waiver or release of any claim of any party hereunder arising from such LenderXxxxxx’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, each Swingline Lender Agent and each the Issuing Bank agree in writing in their discretion that a Lender is no longer a Defaulting Lender or a 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 Cash Collateralamounts then held in the segregated account referred to in Section 2.13(a)(i)), such Lender will, to the extent applicable, purchase at par that such portion of outstanding Loans of the other Lenders or take and/or make such other actions adjustments as the Administrative Agent may determine to be necessary to cause the Loans Revolving Credit Exposure and funded and unfunded participations in Letters LC Exposure of Credit and Swingline Loans the Lenders to be held on a pro rata by the Lenders basis in accordance with the Commitments under the applicable facility (without giving effect to Section 2.14(a)(iv)their respective Commitments, whereupon such Lender will cease to be a Defaulting LenderLender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such Revolving Credit Exposure and LC Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that (i) 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 Lender; and (ii) such Lender that ceases to be a Defaulting Lender shall reimburse the other Revolving Credit Lenders for any amounts they were required to pay as a result of the events described in Section 5.03 in connection with the purchase of outstanding Loans required hereunder; provided, further, that, 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.