Common use of Defaulting Syndication Party Cure Clause in Contracts

Defaulting Syndication Party Cure. If Borrower, the Administrative Agent, the Overnight Lender and the Letter of Credit Bank agree in writing that a Syndication Party is no longer a Defaulting Syndication Party, 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), that Syndication Party will, to the extent applicable, purchase at par (and reimburse any Syndication Party for its Funding Losses attributable to such purchase) that portion of outstanding Loans of the other Syndication Parties 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 Overnight Advances to be held pro rata by the Syndication Parties in accordance with the 5-Year Commitments under the applicable facility (without giving effect to Section 15.30.1(d)), whereupon such Syndication Party will cease to be a Defaulting Syndication Party; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Syndication Party was a Defaulting Syndication Party; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Syndication Party to Syndication Party will constitute a waiver or release of any claim of any party hereunder arising from that Syndication Party’s having been a Defaulting Syndication Party.

Defaulting Syndication Party Cure. If Borrower, the Administrative Agent, the Overnight Lender and the Letter of Credit Bank agree in writing that a Syndication Party is no longer a Defaulting Syndication Party, 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), that Syndication Party will, to the extent applicable, purchase at par (and reimburse any Syndication Party for its Funding Losses attributable to such purchase) that portion of outstanding Loans of the other Syndication Parties 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 Overnight Advances to be held pro rata by the Syndication Parties in accordance with the 5-Year Commitments under the applicable facility (without giving effect to Section Subsection 15.30.1(d)), whereupon such Syndication Party will cease to be a Defaulting Syndication Party; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Syndication Party was a Defaulting Syndication Party; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Syndication Party to Syndication Party will constitute a waiver or release of any claim of any party hereunder arising from that Syndication Party’s having been a Defaulting Syndication Party.

Defaulting Syndication Party Cure. If Borrower, Borrower and the Administrative Agent, the Overnight Lender and the Letter of Credit Bank Agent agree in writing that a Syndication Party is no longer a Defaulting Syndication Party, 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), that Syndication Party will, to the extent applicable, purchase at par (and reimburse any Syndication Party for its Funding Losses attributable to such purchase) fund that portion of outstanding Loans of that the other Defaulting Syndication Parties Party failed to fund 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 Overnight Advances to be held pro rata by the Syndication Parties in accordance with the 5-Year Commitments (as in effect immediately prior to the funding of the applicable Loans) under the applicable facility (without giving effect to Section 15.30.1(dSubsection 13.30.1(d)), whereupon such Syndication Party will cease to be a Defaulting Syndication Party; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Syndication Party was a Defaulting Syndication Party; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Syndication Party to Syndication Party will constitute a waiver or release of any claim of any party hereunder arising from that Syndication Party’s having been a Defaulting Syndication Party.

Defaulting Syndication Party Cure. If Borrower, Borrower and the Administrative Agent, the Overnight Lender and the Letter of Credit Bank Agent agree in writing that a Syndication Party is no longer a Defaulting Syndication Party, 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), that Syndication Party will, to the extent applicable, purchase at par (and reimburse any Syndication Party for its Funding Losses attributable to such purchase) that portion of outstanding Loans Advances of the other Syndication Parties 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 Overnight Advances to be held pro rata by the Syndication Parties in accordance with the 5-Year Commitments under the applicable facility (without giving effect to Section 15.30.1(d))facility, whereupon such Syndication Party will cease to be a Defaulting Syndication Party; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Syndication Party was a Defaulting Syndication Party; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Syndication Party to Syndication Party will constitute a waiver or release of any claim of any party hereunder arising from that Syndication Party’s having been a Defaulting Syndication Party.. 15.30

Defaulting Syndication Party Cure. If Borrower, the Administrative Agent, Agent and the Overnight Lender and the Letter of Credit Bank agree in writing that a Syndication Party is no longer a Defaulting Syndication Party, 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), that Syndication Party will, to the extent applicable, purchase at par (and reimburse any Syndication Party for its Funding Losses attributable to such purchase) that portion of outstanding Loans of the other Syndication Parties 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 Overnight Advances to be held pro rata by the Syndication Parties in accordance with the 53-Year Commitments under the applicable facility (without giving effect to Section 15.30.1(d)), whereupon such Syndication Party will cease to be a Defaulting Syndication Party; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Syndication Party was a Defaulting Syndication Party; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Syndication Party to Syndication Party will constitute a waiver or release of any claim of any party hereunder arising from that Syndication Party’s having been a Defaulting Syndication Party.

Defaulting Syndication Party Cure. If Borrower, Borrower and the Administrative Agent, the Overnight Lender and the Letter of Credit Bank Agent agree in writing that a Syndication Party is no longer a Defaulting Syndication Party, 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), that Syndication Party will, to the extent applicable, purchase at par (and reimburse any Syndication Party for its Funding Losses attributable to such purchase) that portion of outstanding Loans Advances of the other Syndication Parties 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 Overnight Advances to be held pro rata by the Syndication Parties in accordance with the 5-Year Commitments under the applicable facility (without giving effect to Section 15.30.1(d))facility, whereupon such Syndication Party will cease to be a Defaulting Syndication Party; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Syndication Party was a Defaulting Syndication Party; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Syndication Party to Syndication Party will constitute a waiver or release of any claim of any party hereunder arising from that Syndication Party’s having been a Defaulting Syndication Party.

Defaulting Syndication Party Cure. If Borrower, the Administrative Agent, the Overnight Lender Borrower and the Letter of Credit Bank Administrative13.30.2 Agent agree in writing that a Syndication Party is no longer a Defaulting Syndication Party, 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), that Syndication Party will, to the extent applicable, purchase at par (and reimburse any Syndication Party for its Funding Losses attributable to such purchase) fund that portion of outstanding Loans of that the other Defaulting Syndication Parties Party failed to fund 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 Overnight Advances to be held pro rata by the Syndication Parties in accordance with the 5-Year Commitments (as in effect immediately prior to the funding of the applicable Loans) under the applicable facility (without giving effect to Section 15.30.1(dSubsection 13.30.1(d)), whereupon such Syndication Party will cease to be a Defaulting Syndication Party; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Syndication Party was a Defaulting Syndication Party; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Syndication Party to Syndication Party will constitute a waiver or release of any claim of any party hereunder arising from that Syndication Party’s having been a Defaulting Syndication Party.. Status of Syndication Parties.13.31 Any Syndication Party that is entitled to an exemption from or(a) reduction in withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower and the Administrative Agent, at the time or times reasonably requested by Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Syndication Party, if reasonably requested by Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower or the Administrative Agent as will enable Borrower or the Administrative Agent to determine whether or not such Syndication Party is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 13.31(b)(i), (b)(ii) and (b)(iv) below) shall not be required if in the Syndication Party’s reasonable judgment such completion, execution or submission would subject such 70 Syndication Party to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Syndication Party. Without limiting the generality of the foregoing, in the event that(b) Borrower is a U.S. Borrower, any Syndication Party that is a U.S. Person shall deliver to(i) Borrower and the Administrative Agent on or prior to the date on which such Syndication Party becomes a Syndication Party under this Credit Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Syndication Party is exempt from U.S. federal backup withholding tax; any Non-US Lender shall, to the extent it is legally entitled(ii) to do so, deliver to Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-US Lender becomes a Syndication Party under this Credit Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), whichever of the following is applicable: (A) in the case of a Non-US Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed copies of IRS Form W-8ECI; (C) in the case of a Non-US Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 13.31A to the effect that such Non-US Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN; or (D) to the extent a Non-US Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 13.31B or Exhibit 13.31C, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-US Lender is a partnership and one or more direct or indirect partners of such Non-US Lender are claiming the portfolio interest exemption, such Non-US Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 13.31D on behalf of each such direct and indirect partner; any Non-US Lender shall, to the extent it is legally entitled(iii) to do so, deliver to Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such 71