Common use of Defaulting Bank Cure Clause in Contracts

Defaulting Bank Cure. If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting Bank should no longer be deemed to be a Defaulting Bank, 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 Bank will, to the extent applicable, purchase that portion of outstanding Advances of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances to be held on a pro rata basis by the Banks in accordance with their respective applicable Commitment, whereupon that Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower Company, the Agent and the Administrative Agent Swing Line Bank agree in writing in their sole discretion that a Defaulting Bank should is no longer be deemed to be a Defaulting Bank, 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), that Bank will, to the extent applicable, purchase at par that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Banks in accordance with their respective applicable Commitmentthe Commitments (without giving effect to Section 2.11(a)(iv)), whereupon that such Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower Borrowers, the Agent and the Administrative Agent each Swing Line Bank agree in writing in their sole discretion that a Defaulting Bank should is no longer be deemed to be a Defaulting Bank, 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 such Bank will, to the extent applicable, purchase at par that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans and funded and unfunded participations in Swing Loans to be held on a pro rata basis by the Banks in accordance with their respective applicable Commitmentthe Commitments (without giving effect to Section 2.10(a)(iv), whereupon that such Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while that such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that such Bank having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower Company and the Administrative Agent agree in writing in their sole discretion that a Defaulting Bank should no longer be deemed to be a Defaulting Bank, 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, that Bank will, to the extent applicable, purchase at par that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans to be held on a pro rata basis by the Banks in accordance with their respective applicable Commitmentpro rata shares, whereupon that Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Company while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower Representative, each Agent, the Swingline Bank and the Administrative Agent each Issuing Bank agree in writing in their sole discretion that a Defaulting Bank should no longer be deemed to be a Defaulting Bank, 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), that Bank will, to the extent applicable, purchase that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent Agents may determine to be necessary to cause the applicable Advances Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Banks in accordance with their respective applicable CommitmentRevolving Commitment Percentages (without giving effect to Section 3.18(a)(iv)), whereupon that Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected partiesparties and subject to Section 11.22, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower and Borrower, the Administrative Agent and each Issuing Bank agree in writing in their sole discretion that a Defaulting Bank should no longer be deemed to be a Defaulting Bank, 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 Bank will, to the extent applicable, purchase that portion of outstanding Advances and LC Exposure of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances and LC Exposure to be held on a pro rata basis by the Banks in accordance with their respective applicable Commitment, whereupon that Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank having been a Defaulting Bank.

Defaulting Bank Cure. If Ryder, the Borrower applicable Agents, the applicable Swing Line Lenders and the Administrative Agent Issuing Bank, if applicable, agree in writing in their sole discretion that a Defaulting Bank should no longer be deemed to be a Defaulting Bank, the Administrative applicable 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), that Bank will, to the extent applicable, purchase that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent applicable Agents may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and applicable Advances Swing Line Loans to be held on a pro rata basis by the Banks in accordance with their respective applicable CommitmentCommitment Percentages (without giving effect to §2.16(a)(iv)), whereupon that Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the applicable Borrower while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower Borrower, the Agent and the Administrative Agent Issuing Bank agree in writing in their sole discretion that a Defaulting Bank should is no longer be deemed to be a Defaulting Bank, 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), that Bank will, to the extent applicable, purchase at par that portion of outstanding Advances of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Banks in accordance with their respective applicable CommitmentPro Rata Share (without giving effect to Section 2.16(a)(iv)), whereupon that such Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Bank was a Defaulting Bank; and providedprovided further that, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting Bank should no longer be deemed to be a Defaulting Bank, 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 Bank will, to the extent applicable, purchase that portion of outstanding Advances of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances to be held on a pro rata basis by the Banks in accordance with their respective applicable Commitment, whereupon that Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank having been a Defaulting Bank. ARTICLE III.

Defaulting Bank Cure. If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting Bank should no longer be deemed to be a Defaulting Bank, 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 Bank will, to the extent applicable, purchase that portion of outstanding Advances of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances to be held on a pro rata basis by the Banks in accordance with their respective applicable CommitmentCommitmentsCommitment, whereupon that Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting Bank should no longer be deemed to be a Defaulting Bank, 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 Bank will, to the extent applicable, purchase that portion of outstanding Advances of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances to be held on a pro rata basis by the Banks in accordance with their respective applicable CommitmentCommitments, whereupon that Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank having been a Defaulting Bank.

Defaulting Bank Cure. If Ryder, the Borrower applicable Agents, the applicable Swing Line Lenders and the Administrative Agent Issuing Bank, if applicable, agree in writing in their sole discretion that a Defaulting Bank should no longer be deemed to be a Defaulting Bank, the Administrative applicable 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), that Bank will, to the extent applicable, purchase that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent applicable Agents may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and applicable Advances Swing Line Loans to be held on a pro rata basis by the Banks in accordance with their respective applicable CommitmentCommitment Percentages (without giving effect to §2.16(a)(iv)), whereupon that Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the applicable Borrower while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower and Borrower, the Administrative Agent and the Issuing Banks agree in writing in their sole discretion that a Defaulting Bank should is no longer be deemed to be a Defaulting Bank, 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), that Bank will, to the extent applicable, purchase at par that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Banks in accordance with their respective applicable Commitmentthe Elected Revolving Commitments hereunder (without giving effect to Section 2.10(a)(iv)), whereupon that such Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower and Company, the Administrative Agent and each Issuer agree in writing in their sole discretion that a Defaulting Bank should is no longer be deemed to be a Defaulting Bank, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions agreed to by the Company, the Administrative Agent, each Issuer and such Bank set forth therein (which may include arrangements with respect to any cash collateral)in such notice, that such Bank will, to the extent applicable, purchase at par that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Banks in accordance with their respective the Commitments under the applicable Commitment, Facility (without giving effect to Section 2.18(a)(iv)) whereupon that such Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Company while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting Bank should no longer be deemed to be a Defaulting Bank, 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, that Bank will, to the extent applicable, purchase at par that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Ratable Loans to be held on a pro rata basis by the Banks in accordance with their respective applicable Commitmentpro rata shares, whereupon that Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If Borrower, the Borrower Agent and the Administrative Agent Swing Line Lender and Fronting Bank agree in writing in their sole discretion that a Defaulting Bank should is no longer be deemed to be a Defaulting Bank, 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), that Bank will, to the extent applicable, purchase at par that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Banks in accordance with their respective applicable Commitmentthe Commitment Percentages (without giving effect to Section 2.8(1)(d), whereupon that such Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank. 3.

Defaulting Bank Cure. If Borrower, the Borrower Agent and the Administrative Agent Swing Line Lender and Fronting Bank agree in writing in their sole discretion that a Defaulting Bank should is no longer be deemed to be a Defaulting Bank, 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 NAI-1502980324v12 any cash collateralCash Collateral), that Bank will, to the extent applicable, purchase at par that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Banks in accordance with their respective applicable Commitmentthe Commitment Percentages (without giving effect to Section 2.8(1)(d), whereupon that such Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower Company, the Agent and the Administrative Agent Swing Line Bank agree in writing in their sole discretion that a Defaulting Bank should is no longer be deemed to be a Defaulting Bank, 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), that Bank will, to the extent applicable, purchase at par that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Banks in accordance with their respective applicable Commitmentthe Commitments (without giving effect to Section 2.11(a)(iv)), whereupon that such Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.. (c)

Defaulting Bank Cure. If the Borrower and Company, the Administrative Agent and each Issuer agree in writing in their sole discretion that a Defaulting Bank should is no longer be deemed to be a Defaulting Bank, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions agreed to by the Company, the Administrative Agent, each Issuer and such Bank set forth therein (which may include arrangements with respect to any cash collateral)in such notice, that such Bank will, to the extent applicable, purchase at par that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Banks in accordance with their respective the Commitments under the applicable Commitment, Facility (without giving effect to Section 2.18(a)(iv)) whereupon that such Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Company while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to 709152408 00000000 Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower Borrower, the Agent and the Administrative Agent each Swingline Lender agree in writing in their sole discretion that a Defaulting Bank should is no longer be deemed to be a Defaulting Bank, 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, that Bank will, to the extent applicable, purchase at par that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans and funded and unfunded participations in Swingline Loans to be held on a pro rata basis by the Banks in accordance with their respective applicable Commitmentthe Commitments (without giving effect to Section 2.21(a)(iv)), whereupon that such Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting Bank should no longer be deemed to be a Defaulting Bank, 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, that Bank will, to the extent applicable, purchase at par that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans to be held on a pro rata basis by the Banks in accordance with their respective applicable Commitmentpro rata shares, whereupon that Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting Bank should is no longer be deemed to be a Defaulting Bank, the Administrative Agent will so notify the parties hereto, whereupon 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 such Bank will, to the extent applicable, purchase at par that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans to be held on a pro rata basis by the Banks in accordance with their respective applicable CommitmentCommitments, whereupon that such Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that such Bank was a Defaulting Bank; and provided, further, that that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank such Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If Borrower, the Borrower Agent and the Administrative Agent Swing Line Lender and Fronting Bank agree in writing in their sole discretion that a Defaulting Bank should is no longer be deemed to be a Defaulting Bank, 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), that Bank will, to the extent applicable, purchase at par that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Banks in accordance with their respective applicable Commitmentthe Commitments (without giving effect to Section 2.8(d), whereupon that such Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower and Borrowers, the Administrative Agent and the Swing Banks agree in writing in their sole discretion that a Defaulting Bank should no longer be deemed to be a Defaulting Bank, 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), that Bank will, to the extent applicable, purchase that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Revolving Credit Loans and funded and unfunded participations in Swing Loans to be held on a pro rata basis by the Banks in accordance with their respective applicable CommitmentCommitment Percentages (without giving effect to Section 2.13.1(iv)), whereupon that Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower and Borrowing Agent, the Administrative Agent and each Swing Loan Bank and Issuing Bank agree in writing in their sole discretion that a Defaulting Bank should is no longer be deemed to be a Defaulting Bank, 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 specified therein (which may include arrangements with respect to any cash collateralCash Collateral), that Bank will, to the extent applicable, purchase at par that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans and funded and unfunded participations in Letters of Credit and Swing Loans to be held on a pro rata basis by the Banks in accordance with their respective applicable Commitmentthe Commitments under the Revolving Credit Facility (without giving effect to Section 2.10(a)(iv) [Reallocation of Participations to Reduce Fronting Exposure], whereupon that such Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.. (c)

Defaulting Bank Cure. If the Borrower and Company, the Administrative Agent and each Issuer agree in writing in their sole discretion that a Defaulting Bank should is no longer be deemed to be a Defaulting Bank, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions agreed to by the Company, the Administrative Agent, each Issuer and such Bank set forth therein (which may include arrangements with respect to any cash collateral)in such notice, that such Bank will, to the extent applicable, purchase at par that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Banks in accordance with their respective applicable Commitmentthe Commitments (without giving effect to Section 2.18(a)(iv)), whereupon that such Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Company while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower and Representative, the Administrative Agent Agent, the Swingline Bank and each Issuing Bank agree in writing in their sole discretion that a Defaulting Bank should no longer be deemed to be a Defaulting Bank, 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), that Bank will, to the extent applicable, purchase that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Banks in accordance with their respective applicable CommitmentRevolving Commitment Percentages (without giving effect to Section 3.18(a)(iv)), whereupon that Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected partiesparties and subject to Section 11.22, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting Bank should no longer be deemed to be a Defaulting Bank, 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, that Bank will, to the extent applicable, purchase that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Ratable Loans to be held on a pro rata basis by the Banks in accordance with their respective applicable Commitmentpro rata shares, whereupon that Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting Bank should is no longer be deemed to be a Defaulting Bank, 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, that such Bank will, to the extent applicable, purchase that at par such portion of outstanding Advances Loans of the other Banks or take and/or make such other actions adjustments as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans of the Banks to be held on a pro rata basis by the Banks in accordance with their respective applicable CommitmentCommitments, whereupon that such Bank will cease to be a Defaulting BankBank and will be a Non-Defaulting Bank (and such exposure of each Bank 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 Borrower while that such Bank was a Defaulting Bank; Bank and provided, further, that (ii) except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank such Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower and Borrowers, the Administrative Agent agree in writing in their sole discretion that a Defaulting Bank should no longer be deemed to be a Defaulting Bank, 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, that Bank will, to the extent applicable, purchase that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Revolving Credit Loans to be held on a pro rata basis by the Banks in accordance with their respective applicable CommitmentCommitment Percentages, whereupon that Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower Borrowers, the Agent and the Administrative Agent each Swing Line Bank agree in writing in their sole discretion that a Defaulting Bank should is no longer be deemed to be a Defaulting Bank, 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 Bank will, to the extent applicable, purchase at par that portion of outstanding Advances Loans of the other Banks Bank or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans and funded and unfunded participations in Swing Loans to be held on a pro rata basis by the Banks Bank in accordance with their respective applicable Commitmentthe Commitments (without giving effect to Section 2.10(a)(iv), whereupon that such Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower and Company, the Administrative Agent and each Issuer agree in writing in their sole discretion that a Defaulting Bank should is no longer be deemed to be a Defaulting Bank, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions agreed to by the Company, the Administrative Agent, each Issuer and such Bank set forth therein (which may include arrangements with respect to any cash collateral)in such notice, that such Bank will, to the extent applicable, purchase at par that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Banks in accordance with their respective applicable CommitmentCommitments (without giving effect to Section 2.18(a)(iv)), whereupon that such Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Company while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.

Defaulting Bank Cure. If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting Bank should no longer be deemed to be a Defaulting Bank, the Administrative Agent will so notify the parties hereto, whereupon as of the 24 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, that Bank will, to the extent applicable, purchase that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans to be held on a pro rata basis by the Banks in accordance with proportion to their respective applicable CommitmentCommitments, whereupon that Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank Bank’s having been a Defaulting Bank.. Section 2.19

Defaulting Bank Cure. If the Borrower and Borrower, the Administrative Agent Agent, the Swing Line Bank and each Issuing Bank agree in writing in their sole discretion that a Defaulting Bank should is no longer be deemed to be a Defaulting Bank, the Administrative Agent will so notify the parties hereto, whereupon 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), that such Bank will, to the extent applicable, purchase at par that portion of outstanding Advances Loans of the other Banks or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Advances Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Banks in accordance with their respective applicable CommitmentCommitments (without giving effect to clause (a)(iv) above), whereupon that such Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that such Bank was a Defaulting Bank; and provided, further, that that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank such Bank’s having been a Defaulting Bank.