Common use of Defaulting Lender Cure Clause in Contracts

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender and the L/C Issuers Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans Revolving Advances or the Term Advances, as applicable, 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 Swing Line Loans Advances to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages respective Commitments (without giving effect to Section 2.16(a)(iv)2.14(a)(iv), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from 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. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrower, the Administrative Agent, the Swing Line Swingline Lender and the L/C Issuers Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans Revolving 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 Swing Line Loans Swingline Advances to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages the applicable Commitments (without giving effect to Section 2.16(a)(iv)2.17(a)(iv), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from 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. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrower, the Administrative Agent, the Swing Line Swingline Lender and the L/C Issuers Issuing Bank agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of that such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that former Defaulting 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 Swing Line Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages the applicable Commitments (without giving effect to Section 2.16(a)(iv2.19(a)(iii)), and if Cash Collateral has been posted with respect to such Defaulting Lender, the Administrative Agent will promptly return or release such Cash Collateral to the Borrower and the Defaulting Lender has reimbursed the Borrower for all fees and expenses paid by the Borrower to establish the applicable Cash Collateral account, whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s Lender having been a Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrower and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such (and in the case of the Defaulting Lender with respect to any funding default. If the Companythat is a Revolving Lender, the Administrative Agent, the Swing Line Lender Swingline Lenders and the L/C Issuers Issuing Banks) agree in writing in their sole discretion that a Defaulting Lender should is 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 a Revolving Lender, may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 Loans, and in the case of a Defaulting Lender that is a Revolving Lender, funded and unfunded participations in Letters of Credit and Swing Line Loans Swingline Loans, to be held on a pro rata basis by the Lenders in accordance with their Applicable respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(a)(ivthe immediately preceding subsection (d))) and Term Loan Percentages, as applicable, whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, Borrower and the Administrative Agent, and solely in the Swing Line case of a Defaulting Lender that is a Revolving Lender, the Swingline Lender and the L/C Issuers Issuing Banks agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 cause, as applicable, (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(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 that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the New Vehicle Swing Line Lender and the L/C Issuers Used Vehicle Swing Line Lender agree in writing in their sole reasonable discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase that such 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 New Vehicle Floorplan Committed Loans, Used Vehicle Floorplan Committed Loans and funded and unfunded participations in Letters of Credit New Vehicle Swing Line Loans and Used Vehicle Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv2.21(a)(iv)), whereupon that such Lender will cease to be a Defaulting Lender (and any applicable cash collateral shall the Applicable Percentages of each Lender will automatically be promptly returned adjusted on a prospective basis to reflect the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lenderforegoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company any Borrower while that such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against If a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed ceases 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 Swing Line applicable Loans to be held on a pro rata basis by the applicable Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv))the applicable Commitments, whereupon that such Lender will cease to be a Defaulting Lender Lender, the Swingline Exposure and any applicable cash collateral LC Exposure of the Lenders shall be promptly returned readjusted to reflect the Borrower and inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of any Class (other than Swingline Loans) of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such LenderPercentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower or any Additional Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line each Swingline Lender and the L/C Issuers each Issuing Bank agree in writing in their sole discretion that a Defaulting Revolving Credit Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s that Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that 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 Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Multicurrency Tranche Revolving Credit Lenders (solely with respect to Letters of Credit) and the Dollar Tranche Revolving Credit Lenders (solely with respect to Swingline Loans) in accordance with their Applicable respective Multicurrency Tranche Revolving Credit Commitment Percentages or Dollar Tranche Revolving Credit Commitment Percentages, as the case may be (determined, in each case, without giving effect to Section 2.16(a)(ivthe preceding subsection (d)), whereupon that such Revolving Credit Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company while that Revolving Credit Lender was a Defaulting Lender; and provided, further, that that, subject to Section 13.22., 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 that Revolving Credit Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Managing Administrative Agent, Agent and the Swing Line Lender and the L/C Issuers Lenders agree in writing in their sole discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Managing 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 2.21(c), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase that at par such portion of outstanding Loans of the other Lenders or take and/or make such other actions adjustments as the Managing Administrative Agent may determine to be necessary to cause the total outstanding principal amounts of Revolving Credit Loans and funded and unfunded participations in Letters of Credit and the Swing Line Loans of the Lenders to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv))respective Commitments, whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall will be promptly returned to the Borrower a Non-Defaulting Lender (and such Lender’s Applicable Percentage outstanding principal amount of Fronting Exposure reallocated pursuant the Revolving Credit Loans of each Lender and the Swing Line Loans will automatically be adjusted on a prospective basis to reflect the requirements above shall be reallocated back to such Lenderforegoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company any Borrower while that such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrowers and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral)therein, then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv))applicable Percentage, whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. The rights and remedies against a Defaulting Lender under this Section 2.16 are in addition to other rights and remedies that the Borrowers, the Administrative Agent and the non-Defaulting Lenders may have against such Defaulting Lender. The arrangements permitted or required by this Section 2.16 shall be permitted under this Agreement, notwithstanding any limitation on Liens or otherwise.

Defaulting Lender Cure. The rights and remedies against Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or Agent’s actual knowledge of the occurrence of any Lender may have against such ceasing to be a Defaulting Lender with respect to any funding defaultLender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers Issuer agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages Pro Rata Shares (without giving effect to Section 2.16(a)(iv)2.16(b) as to such Lender), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s Lender having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, Borrower and the Administrative Agent, and solely in the Swing Line case of a Defaulting Lender that is a Revolving Lender, the Swingline Lender and the L/C Issuers Issuing Banks, agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 cause, as applicable, (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(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 that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrower, the Administrative Agent, Swing Line Lender and 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 Issuers agree in writing in their sole discretion that Issuer shall not be necessary with respect to a Defaulting Lender should no longer be deemed to be a Defaulting 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 may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv)), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyApplicable Borrower, the Applicable Administrative Agent, the Applicable Swing Line Lender Lenders and the L/C Issuers Applicable Issuing Banks agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be 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 Collateralcash collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Credit Loans of the other Revolving Lenders of the same Class or take such other actions as the Applicable Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Revolving Lenders of the same Class in accordance with their Applicable Percentages “U.S. Revolving Pro Rata Percentage”, “Canadian Revolving Pro Rata Percentage” or “Australian Revolving Pro Rata Percentage”, as applicable, (without giving effect to Section 2.16(a)(iv)clause (a)(ii) above), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Applicable Borrower while that such Lender was a Defaulting Lender; and provided, 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 that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers Issuing Lenders agree in writing in their sole discretion that a Lender is no longer a Defaulting Lender should no longer be deemed (or a Lender ceases to be a Defaulting Lender in accordance with the clause (c) of the definition of “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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (and to the extent requested by any other Lender, pay to such other Lender the amount that would be payable to such other Lender pursuant to Section 8.4 if the applicable Borrower prepaid the portion of the Loans purchased from such other Lender on the date 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv2.10.1(c)), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company any Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyPrologis, the Global Administrative Agent, the each applicable Funding Agent, each applicable Swing Line Lender and the (if any), each applicable L/C Issuers Issuer and each applicable Fronting Lender agree in writing writing, each in their sole discretion discretion, that a Defaulting Lender 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 and Credit, Swing Line Loans and Fronting Loans of each applicable Tranche to be held on a pro rata basis by the Lenders of such Tranche in accordance with their Applicable Tranche Percentages (without giving effect to Section 2.16(a)(iv6.15.1(d)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company any Borrower while that Lender was a Defaulting Lender; and provided, further, that 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 that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender and the L/C Issuers Issuing Lender agree in writing in their sole 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, then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 Swing Line Loans Exposure of the Lenders to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv))respective Revolving Commitments, whereupon that such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender (and any applicable cash collateral shall the Advances and Letter of Credit Exposure of each Lender will automatically be promptly returned adjusted on a prospective basis to reflect the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lenderforegoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that such Lender was a Defaulting Lender; and provided, further, 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 that such Lender’s having been a Defaulting Lender or Potential Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrower and remedies against the Administrative Agent (and solely in the case of a Defaulting Lender under this Agreement are in addition to other rights and remedies that is a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyRevolving Lender, the Administrative Agent, the Swing Line Lender and the L/C Issuers LC Issuer) agree in writing in their sole discretion that a Defaulting Lender should is 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 a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 cause, as applicable (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable Percentages the applicable Revolving Facility Percentage (without giving effect to Section 2.16(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 that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrower and remedies against the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender under this Agreement are in addition to other rights and remedies that or a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be 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, then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and 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 Swing Line Loans Advances to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv))the Commitments, whereupon that such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and any applicable cash collateral shall will be promptly returned to the Borrower a Non-Defaulting Lender (and such Lender’s Applicable Percentage Advances of Fronting Exposure reallocated pursuant each Lender held pro rata will automatically be adjusted on a prospective basis to reflect the requirements above shall be reallocated back to such Lenderforegoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender ▇▇▇▇▇▇ was a Defaulting Lender; and provided, further, 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 that Lender▇▇▇▇▇▇’s having been a Defaulting Lender or Potential Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrower and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should is 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, then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans Commitments 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 Swing Line Loans Commitments to be held on a pro rata basis by the Lenders in accordance with their each Lender’s Commitment Applicable Percentages (without giving effect to Section 2.16(a)(iv))Percentage, whereupon that whereupon, such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender▇▇▇▇▇▇’s having been a Defaulting Lender. In addition, notwithstanding anything in this Section to the contrary, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action, direction or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders to the Administrative Agent within ten (10) Business Days following receipt of notice thereof.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(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 that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, Borrower and the Administrative Agent, and solely in the Swing Line case of a Defaulting Lender that is a Revolving Lender, the Swingline Lender and the L/C Issuers Issuing Banks, agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 cause, as applicable, (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(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 that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender and the L/C Issuers relevant Issuing Banks agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 of the applicable Facility and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages Pro Rata Share of the applicable Facility (without giving effect to Section 2.16(a)(iv2.17(1)(d)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender ▇▇▇▇▇▇ was a Defaulting Lender; and provided, further, 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 that Lender▇▇▇▇▇▇’s having been a Defaulting Lender. So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan and (ii) no Issuing Bank shall be required to issue, extent, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Japanese Yen Lender, each Swingline Lender and the L/C Issuers each Issuing Lender agree in writing in their respective sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lenderi) and 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 Swing Line Swingline Loans to be held on a pro rata basis by the applicable Lenders under the relevant Credit Facility in accordance with their Applicable Commitment Percentages under the relevant Credit Facility (without giving effect to Section 2.16(a)(iv4.16(c)), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company while that such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that 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. The rights If the Borrower and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral)therein, then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, (x) at the option of the Borrower if such Lender is a Non-Funding Lender and the Closing Date has already occurred (and irrespective of whether the Certain Funds Period has already ended) and without regard to any condition precedent set forth in Article IV, make an Advance to the Borrower in an amount up to, in the Borrower’s sole discretion, the amount of any Advance that such Non-Funding Lender should have made but did not make on the Closing Date or (y) purchase 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv)), Pro Rata Shares whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, 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 that LenderL▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender and the L/C Issuers Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages the Commitments (without giving effect to Section 2.16(a)(iv)), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from 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. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyHoldings, the Administrative Agent, the Swing Line Lender and the L/C Issuers Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 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 relevant Revolving Credit Facility (without giving effect to Section 2.16(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that 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 Company Borrowers while that Lender was a Defaulting Lender; and provided, further, 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 that LenderRevolving Credit ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender and the L/C Issuers relevant Issuing Banks agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 of the applicable Facility and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages Pro Rata Share of the applicable Facility (without giving effect to Section 2.16(a)(iv2.17(1)(d)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, 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 that Lender’s having been a Defaulting Lender. So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan and (ii) no Issuing Bank shall be required to issue, extent, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyParent Borrower, the Administrative Agent, the Swing Line each Swingline Lender and the L/C Issuers each Issuing Bank agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 Swing Line Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages the Commitments under the applicable facility (without giving effect to Section 2.16(a)(iv)2.14(a)(iv), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrowers while that such Lender was a Defaulting LenderLender 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; 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 that such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that If the Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers each Issuing Bank agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall such Defaulting Lender will cease to be readjusted to reflect the inclusion of such Lender’s a Defaulting Lender and, if a Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that 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 Swing Line Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable Percentages respective applicable Pro Rata Shares (without giving effect to Section 2.16(a)(iv2.21(a)(iii)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that such Lender was a Defaulting Lender; , (ii) all amendments, waivers and provided, further, that 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 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 that Lender’s such Lender having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that If the Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that 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 Swing Line Loans Alternative Currency Risk Participations to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages of the Revolving Facility (without giving effect to Section 2.16(a)(iv2.18(a)(iv)), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that such Lender was a Defaulting Lender; and provided, further, 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 that Lendersuch L▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, Borrower and the Administrative Agent, and solely in the Swing Line case of a Defaulting Lender that is a Revolving Lender, the Swingline Lender and the L/C Issuers Issuing Banks, agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 cause, as applicable, (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(a)(ivthe immediately preceding subsection (d)), and (ii) the Term Loans of each Class (if any) 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 that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, Borrower and the Administrative Agent, and solely in the Swing Line case of a Defaulting Lender that is a Revolving Lender, the Swingline Lenders and the L/C Issuers Issuing Banks, agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 cause, as applicable (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(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 that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrower, the Administrative Agent, each Issuing Bank and the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall such Defaulting Lender will cease to be readjusted to reflect the inclusion of a Defaulting Lender and such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that 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 and Credit, Swing Line Loans and Protective Advances to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable Percentages respective applicable Pro Rata Shares (without giving effect to Section 2.16(a)(iv2.21(a)(iii)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that such Lender was a Defaulting Lender; , (ii) all amendments, waivers and provided, further, that 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 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 that Lender’s such ▇▇▇▇▇▇ having been a Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrower and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or (and in the case of any Lender may have against such Defaulting Lender with respect to any funding default. If the Companythat is a Revolving Lender, the Administrative Agent, the Swing Line Swingline Lender and the L/C Issuers Issuing Banks) agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable 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 (each case, determined without giving effect to Section 2.16(a)(ivthe immediately preceding subsection (d)), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyParent Borrower, the Administrative Agent, and, in the case of a Defaulting Lender that is a Revolving Lender, each Swing Line Lender and the each L/C Issuers Issuer, agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages of each Class of Loans (without giving effect to Section 2.16(a)(iv2.18(a)(iv)), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrowers while that such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash CollateralCollateralization), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages Pro Rata Shares (without giving effect to Section 2.16(a)(iv)subsection 2.11C), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company while that such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that such Lender’s having been a Defaulting Lender. If Company is no longer required to provide an amount of Cash collateral hereunder, then such amount (to the extent not applied as aforesaid) shall be returned to Company promptly following the termination of such requirement.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that If the Borrower, the Managing Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, and the Swing Line Lender and the L/C Issuers Lenders agree in writing in their sole discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Managing 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 2.26(c), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase that such portion of outstanding Loans of the other Lenders or take and/or make such other actions adjustments as the Managing Administrative Agent may determine to be necessary to cause the total outstanding principal amounts of Revolving Credit Loans and funded and unfunded participations in Letters of Credit and the Swing Line Loans of the Lenders to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv))respective Commitments, whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall will be promptly returned to the Borrower a Non-Defaulting Lender (and such Lender’s Applicable Percentage outstanding principal amount of Fronting Exposure reallocated pursuant the Revolving Credit Loans of each Lender and the Swing Line Loans will automatically be adjusted on a prospective basis to reflect the requirements above shall be reallocated back to such Lenderforegoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender and the L/C Issuers Issuing Lenders agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans Revolving 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 Swing Line Loans Advances to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages the Revolving Commitments (without giving effect to Section 2.16(a)(iv)), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from 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. The rights and remedies against If the Borrower, the Administrative Agent and, with respect to a Defaulting Lender under this Agreement are in addition to other rights and remedies that is a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyRevolving Lender, the Administrative Agent, the Swing Line Lender and the L/C Issuers each Letter of Credit Issuer agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 (i) in the case of a Defaulting Lender that is a Revolving Lender, the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Revolving Credit Commitment Percentages (without giving effect to Section 2.16(a)(iv))) and (ii) in the case of a Defaulting Lender that is a Term Loan Lender, the Term Loans to be held on a pro rata basis by the Term Loan Lenders, whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that If the Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If and the Company, the Administrative Several L/C Agent, the Fronting Bank and Swing Line Lender and the L/C Issuers Lenders, as applicable, agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 Committed Loans and funded and unfunded participations in Swing Line Loans and Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv2.24(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender (and the Borrower shall not be required to pay any such fees or payments to such Lender which were not required to have been paid to such Lender while it was a Defaulting Lender); and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender and the L/C Issuers Issuing Bank agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and 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 and Swing Line Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(a)(iv))the subsection (d) of this Section) and 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 respective unpaid principal amounts of the Term Loans held by them whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrower and remedies against the Agent, and solely in the case of a Defaulting Lender under this Agreement are in addition to other rights and remedies that is a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyRevolving Lender, the Administrative AgentSwingline Lender, the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion (with no consent required from the Borrower 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 which, in the case of a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateralcash collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender (i) if a Revolving Lender, will, to the extent applicable, purchase 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 Swing Line Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable applicable Revolving Loan Commitment Percentages (without giving effect to Section 2.16(a)(iv3.11.(a)(iv))) and/or (ii) if a Term Lender of a Class of Term Loans will, if at such time the Term Loan Commitments of such Class have not been fully utilized or terminated and to the extent applicable, purchase that portion of the outstanding Term Loans of such Class of the other Term Lenders of such Class to cause the Term Loans of such Class to be held by the Term Lenders of such Class pro rata in accordance with the Term Loan Commitments for such Class of Term Loans as if there had been no Defaulting Lender of such Class, whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s 's having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative AgentAgent and, in the case that a Defaulting Lender is a Revolving Credit Lender, the Swing Line Lender and the L/C Issuers agree and, in writing in their sole discretion the case that a Defaulting Lender should is a Revolving Euro Tranche Lender, the Swing Line Euro Tranche Lender agree in writing that a Lender is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 Revolving Credit Loans, Revolving Euro Tranche Loans, Revolving Yen Tranche Loans and funded and unfunded participations in Letters of Credit Credit, Bankers’ Acceptances, Swing Line Loans and Swing Line Euro Tranche Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(ivsubsection 4.6(e)(i)(D))) under the Revolving Credit Facility, the Revolving Euro Tranche Facility and the Revolving Yen Tranche Facility, whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company any Borrower while that Lender was a Defaulting Lender; and provided, further, that (x) 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 that Lender’s having been a Defaulting Lender and (y) the Lender making such purchase shall promptly upon demand reimburse any Revolving Credit Lender, any Revolving Euro Tranche Lender or any Revolving Yen Tranche Lender for any costs of the type described in subsection 4.10 arising as a result of such purchase.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender and the L/C Issuers Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages Pro Rata Share Percentage (without giving effect to Section 2.16(a)(iv8.16(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. The Administrative Agent, the L/C Issuer or the Swing Line Lender will promptly notify the Borrower at the time the Administrative Agent, the L/C Issuer or the Swing Line Lender determines or is otherwise informed of the existence of a Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrower and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral)therein, then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, (x) at the option of the Borrower if such Lender is a Non-Funding Lender and the Closing Date has already occurred (and irrespective of whether the Certain Funds Period has already ended) and without regard to any condition precedent set forth in Article IV, make an Advance to the Borrower in an amount up to, in the Borrower’s sole discretion, the amount of any Advance that such Non-Funding Lender should have made but did not make on the Closing Date or (y) purchase 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv)), Pro Rata Shares whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, 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 that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrowers, the Administrative Agent, the Swing Line Lender and the L/C Issuers Issuing Bank agree in writing in their sole discretion that a Defaulting Lender should is 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 in the case of a Defaulting Lender that is a Revolving Lender may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and 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 cause, as applicable, (i) the Loans Revolving Credit Advances and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable respective Revolving Commitment Percentages (without giving effect to Section 2.16(a)(iv2.22(a)(iv)), (ii) [reserved], (iii) the Term Loan Advances to be held by the Term Loan Lenders pro rata as if there had been no Defaulting Lender, (iv) the Incremental Term Loan Advances of each Incremental Term Loan Facility to be held by the Incremental Term Loan Lenders of such Class pro rata as if there had been no Defaulting Lenders of such Class, whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company any Borrower while that Lender ▇▇▇▇▇▇ was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrowers, the Revolving and LC Administrative Agent, the Swing Line Loan Lender and the L/C Issuers each Issuer agree in writing in their sole discretion that a Defaulting Lender 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages Ratable Portions (without giving effect to Section 2.16(a)(iv)clause (a)(iv) above), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender and no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender and the L/C Issuers Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans Revolving 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 Swing Line Loans Advances to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages the Commitments (without giving effect to Section 2.16(a)(iv)), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from 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. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative AgentAgent and, in the case of a Defaulting Lender that is a Revolving Credit Lender, the Swing Line Lender and the L/C Issuers Issuers, agree in writing in their sole discretion that a Defaulting Lender 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and 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 Swing Line Loans to be held on a pro rata basis by the Lenders under such Facility in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Loan Party Agent, the Swing Line Agent (in its capacity as Agent and as a Lender of U.S. Swingline Loans), Bank of America (Canada) (in its capacity as a Lender of Canadian Swingline Loans), and the L/C Issuers applicable Issuing Bank agree in writing in their sole discretion that a Defaulting Lender should is 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 CollateralCollateralization), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and 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 Swing Line 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 applicable percentages of the Commitments (without giving effect to Section 2.16(a)(iv)4.2.4), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company U.S. Borrower or Canadian Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrower, the Administrative Agent, and solely in the Swing Line case of a Defaulting Lender and that is a Revolving Lender, the L/C Issuers Swingline Lender, agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 cause, as applicable, (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(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 that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrower and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing in their sole reasonable discretion that a Defaulting Lender has taken such action that it 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Defaulting Lender will, to the extent applicable, (i) if a Revolving Lender, purchase 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 Loans and funded and unfunded participations in Letters of Credit and Swing Line Revolving Loans to be held on a pro rata basis by the Lenders in accordance with their Revolving Credit Applicable Percentages Percentages, and/or (without giving effect ii) if a Term Lender of a Class of Term Loans will, if at such time the Term Commitments of such Class have not been fully utilized or terminated and to Section 2.16(a)(iv))the extent applicable, purchase that portion of the outstanding Term Loans of such Class of the other Term Lenders of such Class to cause the Term Loans of such Class to be held by the Term Lenders of such Class pro rata in accordance with the Term Loan Commitments for such Class of Term Loans as if there had been no Defaulting Lender of such Class, whereupon that such Defaulting Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from cessation in status as Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from during the period that Lender’s having been such Lender was a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the each Swing Line Lender and the L/C Issuers Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages Pro Rata Shares (without giving effect to Section 2.16(a)(iv)2.18(a)(iv), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that (x) 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 Company Borrowers while that Lender was a Defaulting Lender; Lender and provided, further, that (z) 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 that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrower and remedies against the Administrative Agent (and solely in the case of a Defaulting Lender under this Agreement are in addition to other rights and remedies that is a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyRevolving Lender, the Administrative Agent, the Swing Line Swingline Lender and the L/C Issuers Issuing Banks) agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 cause, as applicable, (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(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 that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to a Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, and, in the case a Defaulting Lender is a Revolving Credit Lender, the Swing Line Lender and the each L/C Issuers Issuer agree in writing in their sole discretion that a Defaulting Lender 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 Swing Line Loans to be held on a pro rata basis by the Lenders under such Facility in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv2.18(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, Borrower and the Administrative Agent, and solely in the Swing Line case of a Defaulting Lender that is a Tranche 1 Revolving Lender, the Swingline Lenders and the L/C Issuers Issuing Banks, agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 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 Swing Line Loans Swingline Loans, to be held on a pro rata basis by the Revolving Lenders of the applicable Class in accordance with their Applicable respective Revolving Commitment Percentages of such Class (determined without giving effect to Section 2.16(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 that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrower and remedies against the Revolver Administrative Agent (and solely in the case of a Defaulting Lender under this Agreement are in addition to other rights and remedies that is a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyRevolving Lender, the Administrative Agent, the Swing Line Lender and the L/C Issuers LC Issuer) agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 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 Swing Line Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable Percentages the applicable Revolving Facility Percentage (without giving effect to Section 2.16(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 that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrower and remedies against the Administrative Agent (and solely in the case of a Defaulting Lender under this Agreement are in addition to other rights and remedies that is a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyRevolving Lender, the Administrative Agent, the Swing Line Lender Swingline Lenders and the L/C Issuers Issuing Banks) agree in writing in their sole discretion that a Defaulting Lender should is 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 a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 cause, as applicable, (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable respective Commitment Percentages (determined without giving effect to Section 2.16(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 that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrower and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should is 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, then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv)Percentages), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Subject to Section 10.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrowers, the Administrative Agent, the Swing Line Lender and the L/C Issuers Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages Pro Rata Share Percentage (without giving effect to Section 2.16(a)(iv8.16(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. The Administrative Agent, the L/C Issuer or the Swing Line Lender will promptly notify the Borrowers at the time the Administrative Agent, the L/C Issuer or the Swing Line Lender determines or is otherwise informed of the existence of a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender Lenders and the L/C Issuers Issuer agree in writing in their sole reasonable discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase that such 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages, Applicable Revolving Percentages, Applicable New Vehicle Floorplan Percentages and Applicable Used Vehicle Floorplan Percentages, as the case may be, (without giving effect to Section 2.16(a)(iv2.28(a)(iv)), whereupon that such Lender will cease to be a Defaulting Lender (and any applicable cash collateral shall the Applicable Percentages, Applicable Revolving Percentages, Applicable New Vehicle Floorplan Percentages and Applicable Used Vehicle Floorplan Percentages, as the case may be, of each Lender will automatically be promptly returned adjusted on a prospective basis to reflect the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lenderforegoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company any Borrower while that such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative AgentAgent and, in the case that a Defaulting Lender is a Committed (USD) Lender, the Swing Line Lender and the L/C Issuers Issuer agree in writing in their sole discretion that a Defaulting Lender should under any Facility is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and 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 Swing Line Loans to be held on a pro rata basis by the Lenders under such Facility in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv2.17(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that If the Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers Issuing Bank agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages the Commitments (without giving effect to Section 2.16(a)(iv)5.06(a)(iv), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from 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. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender Lenders and the L/C Issuers Issuer agree in writing in their sole reasonable discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase that such 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages, Applicable Revolving Percentages, Applicable New Vehicle Floorplan Percentages and Applicable Used Vehicle Floorplan Percentages, as the case may be, (without giving effect to Section 2.16(a)(iv2.28(a)(iv)), whereupon that such Lender will cease to be a Defaulting Lender (and any applicable cash collateral shall the Applicable Percentages, Applicable Revolving Percentages, Applicable New Vehicle Floorplan Percentages and Applicable Used Vehicle Floorplan Percentages, as the case may be, of each Lender will automatically be promptly returned adjusted on a prospective basis to reflect the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lenderforegoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company any Borrower while that Lender such ▇▇▇▇▇▇ was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lendersuch ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, Borrower and the Administrative Agent, and solely in the Swing Line case of a Defaulting Lender that is a Revolving Lender, the Swingline Lenders and the L/C Issuers Issuing Banks, agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 cause, as applicable, (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(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 that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrower, the Administrative Agent, Swing Loan Lender and remedies against a Defaulting Issuing Lender under this Agreement are agree in addition to other rights and remedies writing that a Borrower may have against such Lender is no longer a Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting LenderFacility, 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and 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 Swing Line Loans with respect to such Facility to be held on a pro rata basis by the Lenders with respect to such Facility in accordance with their Applicable Percentages the Commitments under such Facility (without giving effect to Section 2.16(a)(iv))2.10 (a)(iv) [Reallocation of Participations to Reduce Fronting Exposure], whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back with respect to such LenderFacility; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting LenderLender with respect to such Facility; and 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 that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender Lenders and the L/C Issuers Facing Agents agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash CollateralCollateral (including the return of Cash Collateral deposited by any Borrower pursuant to Section 4.1(b)(iv)), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase that portion of outstanding Multicurrency Revolving Loans under each Facility in which it participates as a Lender, of the other Lenders under such Revolving Facility or take such other actions as the Administrative Agent may determine to be necessary to cause the Multicurrency Revolving Loans under such Revolving Facility and funded and unfunded participations in Letters of Credit and Swing Line Loans under such Revolving Facility to be held on a pro rata basis by the Lenders under such Revolving Facility in accordance with their Applicable Percentages Multicurrency Revolver Pro Rata Shares under such Revolving Facility (without giving effect to Section 2.16(a)(iv4.1(b)(iii)), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company any Borrower while that such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrower and remedies against the Administrative Agent, and solely in the case of a Defaulting Lender under this Agreement are in addition to other rights and remedies that is a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative AgentRevolving Lender, the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 cause, as applicable, (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their respective Applicable Percentages (determined without giving effect to Section 2.16(a)(ivthe immediately preceding subsection (d))) and (ii) the Term Loans of each Class to be held by the ​ Term Lenders of such Class pro rata as if there had been no Defaulting Lenders of such Class, whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a If the Parent Borrower may have against such Defaulting Lender with respect to any funding default and that notifies the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should is 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, then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 Swing Line Term Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv))percentages of the Term Loan Commitments, whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except (x) that the Commitment of such Lender may not be increased or extended without the consent of such Lender, (y) for any such amendment, waiver or consent that treats such Defaulting Lender disproportionately from the other Lenders (other than because of its status as a Defaulting Lender), and (z) that the principal amount of any Loan owed to such Lender may not be decreased or reduced without the consent of such Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that (i) If the Borrowers, the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If and the Company, the Administrative Agent, the Swing Line Lender Swingline Lenders and the L/C Issuers Issuer agree in writing in their sole discretion that a Defaulting Multi-Currency Lender should is 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, if applicable), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and 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 Swing Line Swingline Loans to be held on a pro rata basis by the Multi-Currency Lenders in accordance with their Applicable Multi-Currency Revolving Commitment Percentages (without giving effect to Section 2.16(a)(iv2.15(a)(iv)), whereupon that 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 applicable cash collateral shall be promptly returned conditions set forth therein, that USD Lender will, to the Borrower and extent applicable, purchase at par that portion of outstanding USD Revolving Loans of the of the other USD Lenders or take such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant 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 requirements above shall 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 reallocated back to such a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrowers while that Multi-Currency Lender or USD Lender was a Defaulting Lender, provided; and provided, further, 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 that Lendersuch ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against If the Borrower, the Administrative Agent and, with respect to a Defaulting Lender under this Agreement are in addition to other rights and remedies that is a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyRevolving Lender, the Administrative Agent, the Swing Line Lender and the L/C Issuers each Letter of Credit Issuer agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 (i) in the case of a Defaulting Lender that is a Revolving Lender, the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Revolving Credit Commitment Percentages (without giving effect to Section 2.16(a)(iv))) and (ii) in the case of a Defaulting Lender that is a Term Loan Lender, the Term Loans to be held on a pro rata basis by the Term Loan Lenders, whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrower and remedies against Administrative Agent (and solely in the case of a Defaulting Lender under this Agreement are in addition to other rights and remedies that is a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyRevolving Lender, the Administrative Agent, the Swing Line Swingline Lender and the L/C Issuers Issuing Bank) agree in writing in their sole discretion that a Defaulting Lender should is 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 a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(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 that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender ▇▇▇▇▇▇ was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrower and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should is 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, then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans Commitments 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 Swing Line Loans Commitments to be held on a pro rata basis by the Lenders in accordance with their each Lender’s Commitment Applicable Percentages (without giving effect to Section 2.16(a)(iv))Percentage, whereupon that whereupon, such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting 62 Credit and Security Agreement / Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender▇▇▇▇▇▇’s having been a Defaulting Lender. In addition, notwithstanding anything in this Section to the contrary, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action, direction or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders to the Administrative Agent within ten (10) Business Days following receipt of notice thereof.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, Borrower and the Administrative Agent, and solely in the Swing Line case of a Defaulting Lender that is a Revolving Lender and the L/C Issuers Issuing Banks, agree in ​ writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 cause, as applicable (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(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 that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender ▇▇▇▇▇▇ was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrower and remedies against the Agent, and solely in the case of a Defaulting Lender under this Agreement are in addition to other rights and remedies that is a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyRevolving Lender, the Administrative AgentSwingline Lender, the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion (with no consent required from the Borrower 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 which, in the case of a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateralcash collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender (i) if a Revolving Lender, will, to the extent applicable, purchase 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 Swing Line Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable applicable Revolving Loan Commitment Percentages (without giving effect to Section 2.16(a)(iv3.11.(a)(iv))) and/or (ii) if a Term Lender of a Class of Term Loans will, if at such time the Term Loan Commitments of such Class have not been fully utilized or terminated and to the extent applicable, purchase that portion of the outstanding Term Loans of such Class of the other Term Lenders of such Class to cause the Term Loans of such Class to be held by the Term Lenders of such Class pro rata in accordance with the Term Loan Commitments for such Class of Term Loans as if there had been no Defaulting Lender of such Class, whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s ▇▇▇▇▇▇'s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase at par that portion of outstanding 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 Swing Line Loans to be held on a pro rata basis by the Revolving Credit Lenders in accordance with their Applicable Percentages Pro Rata Shares with respect to the Revolving Credit Facility (without giving effect to Section 2.16(a)(iv2.17(a)(iv)), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting 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 that Lender’s having been a Defaulting Lender; and provided, further, that, subsequent to the time when each applicable Lender has ceased to be a Defaulting Lender, the Cash Collateral or other credit support provided by the Borrower and such Lender pursuant to the terms hereof shall be released to the applicable party.

Defaulting Lender Cure. The rights If the Borrower and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such (and in the case of the Defaulting Lender with respect to any funding default. If the Companythat is a Revolving Lender, the Administrative Agent, the Swing Line Swingline Lender and the L/C Issuers Issuing Bank) agree in writing in their sole discretion that a Defaulting Lender should is 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 a Revolving Lender, may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 Loans, and in the case of a Defaulting Lender that is a Revolving Lender, funded and unfunded participations in Letters of Credit and Swing Line Loans Swingline Loans, to be held on a pro rata basis by the Lenders in accordance with their Applicable respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(a)(ivthe immediately preceding subsection (d))) and Term Loan Percentages, as applicable, whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrower, the Administrative Agent, and, in the case of a Defaulting Lender that is a Revolving Lender, each Swing Line Lender and the each L/C Issuers Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase that portion of outstanding Committed Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans 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 Swing Line Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable Percentages of the Aggregate Revolving Commitments (without giving effect to Section 2.16(a)(iv2.18(a)(iv)), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against If the Borrower, the Administrative Agent and, in the case of a Defaulting Lender under this Agreement are in addition to other rights and remedies that is a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative AgentRevolving Credit Lender, the Swing Line Lender and the L/C Issuers Issuers, agree in writing in their sole discretion that a Defaulting Lender 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and 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 Swing Line Loans to be held on a pro rata basis by the Lenders under such Facility in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender Lenders and the L/C Issuers Facing Agents agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash CollateralCollateral (including the return of Cash Collateral deposited by any Borrower pursuant to Section 4.1(b)(iv)), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase that portion of outstanding Revolving Loans under each Facility in which it participates as a Lender, of the other Lenders under such Revolving Facility or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans under such Revolving Facility and funded and unfunded participations in Letters of Credit and Swing Line Loans under such Revolving Facility to be held on a pro rata basis by the Lenders under such Revolving Facility in accordance with their Applicable Percentages Revolver Pro Rata Shares under such Revolving Facility (without giving effect to Section 2.16(a)(iv4.1(b)(iii)), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company any Borrower while that such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrower Representative and remedies against the Administrative Agent and in the case of a Defaulting Lender under this Agreement are in addition to other rights and remedies that is a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyRevolving Lender, the Administrative Agent, the Swing Line Lender Swingline Lenders and the L/C Issuers Issuing Banks, agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and 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 Swing Line Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(a)(ivthe immediately preceding subsection (d)), Term A Loan Commitment Percentages and Term B Loan Commitment Percentages, as applicable, whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected partiesparties and subject to Section 12.22., no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyApplicable Borrower, the Applicable Administrative Agent, the Applicable Swing Line Lender Lenders and the L/C Issuers Applicable Issuing Banks agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be 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 Collateralcash collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Credit Loans of the other Revolving Lenders of the same Class or take such other actions as the Applicable Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Revolving Lenders of the same Class in accordance with their Applicable Percentages “U.S. Revolving Pro Rata Percentage”, “Canadian Revolving Pro Rata Percentage” or “Australian Revolving Pro Rata Percentage”, as applicable, (without giving effect to Section 2.16(a)(iv)clause (a)(ii) above), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Applicable Borrower while that such Lender was a Defaulting Lender; and provided, 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 that Lender▇▇▇▇▇▇’s having been a Defaulting Lender.. -108-

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrower, the Administrative Agent, and solely in the Swing Line case of a Defaulting Lender and that is a Revolving Lender, the L/C Issuers Swingline Lender, agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 cause, as applicable, (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(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 that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender If (i) with respect to any funding default and that Defaulting Lender pursuant to clause (c) of the definition of Defaulting Lender, the Administrative Agent or any Lender may Agent, the Borrower and Parent have against received written confirmation from such Defaulting Lender that it will comply with respect to any its prospective funding default. If the Companyobligations under this Agreement, or (ii) in each other case, Parent, the Administrative Agent, the Swing Line Lender and the L/C Issuers Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the 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)), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and as applicable, that Lender will, to the extent applicable, purchase 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(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 Parent and each Lender) whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash CollateralCollateralization), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages Pro Rata Shares (without giving effect to Section 2.16(a)(iv)subsection 2.12C), whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company while that such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that such Lender’s having been a Defaulting Lender. If Company is no longer required to provide an amount of Cash collateral hereunder, then such amount (to the extent not applied as aforesaid) shall be returned to Company promptly following the termination of such requirement.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender Agent and the each L/C Issuers Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages Pro Rata Shares (without giving effect to Section 2.16(a)(iv2.18(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that (x) 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 Company Borrowers while that Lender ▇▇▇▇▇▇ was a Defaulting Lender; Lender and provided, further, that (z) 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 that Lender▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrower and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing in their sole reasonable discretion that a Defaulting Lender has taken such action that it 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Defaulting Lender will, to the extent applicable, (i) if a Revolving Lender, purchase 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 Loans and funded and unfunded participations in Letters of Credit and Swing Line Revolving Loans to be held on a pro rata basis by the Lenders in accordance with their Revolving Credit Applicable Percentages Percentages, and/or (without giving effect ii) if a Term Lender of a Class of Term Loans will, if at such time the Term Commitments of such Class have not been fully utilized or terminated and to Section 2.16(a)(iv))the extent applicable, purchase that portion of the outstanding Term Loans of such Class of the other Term Lenders of such Class to cause the Term Loans of such Class to be held by the Term Lenders of such Class pro rata in accordance with the Term Loan Commitments for such Class of Term Loans as if there had been no Defaulting Lender of such Class, whereupon that such Defaulting Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender such ▇▇▇▇▇▇ was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from cessation in status as Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from during the period that Lender’s having been such Lender was a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against If a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed ceases 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 Swing Line applicable Loans to be held on a pro rata basis by the applicable Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv))the applicable Commitments, whereupon that such Lender will cease to be a Defaulting Lender Lender, the Swingline Exposure and any applicable cash collateral LC Exposure of the Lenders shall be promptly returned readjusted to reflect the Borrower inclusion of such ▇▇▇▇▇▇’s Commitment and on such Lender’s date such Lender shall purchase at par such of the Revolving Loans of any Class (other than Swingline Loans) of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such LenderPercentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower or any Additional Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyHoldings, the Administrative Agent, the Swing Line Lender and the L/C Issuers Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 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 relevant Revolving Credit Facility (without giving effect to Section 2.16(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that 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 Company Borrowers while that Lender was a Defaulting Lender; and provided, further, 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 that Revolving Credit Lender’s having been a Defaulting Lender.. US-DOCS\70212156.16

Defaulting Lender Cure. The rights If the Borrower and remedies against the Administrative Agent, and, in the case a Defaulting Lender under this Agreement are in addition to other rights and remedies that is a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative AgentRevolving Credit Lender, the Swing Line Lender and the L/C Issuers Issuer, agree in writing in their sole discretion that a Defaulting Lender 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 Swing Line Loans Loans, to be held on a pro rata basis by the Lenders under such Facility in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv2.15(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, Borrower and the Administrative Agent, and solely in the Swing Line case of a Defaulting Lender that is a Revolving Lender, the Swingline Lenders and the L/C Issuers Issuing Banks, agree in writing in their sole discretion that a Defaulting Lender should is 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 a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 cause, as applicable, (i) the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(a)(ivthe immediately preceding subsection (d))) (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 that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyVerisk, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv2.17(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company any Borrower while that Lender was a Defaulting LenderLender and (ii) all amendments, waivers or modifications effected without its consent in accordance with the provisions in Section 10.01 and this Section 2.17 during such period shall be binding on it; and provided, further, that that, subject to Section 10.21, 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 that Lender’s Lender having been a Defaulting Lender.

Defaulting Lender Cure. The rights If the Borrower and remedies against Administrative Agent (and solely in the case of a Defaulting Lender under this Agreement are in addition to other rights and remedies that is a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyRevolving Lender, the Administrative Agent, the Swing Line Swingline Lender and the L/C Issuers Issuing Bank) agree in writing in their sole discretion that a Defaulting Lender should is 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 a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(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 that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative Agent, the Swing Line Lender Agent and the each L/C Issuers Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages Pro Rata Shares (without giving effect to Section 2.16(a)(iv2.18(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that (x) 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 or interest payment date or period, as applicable, 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 Company Borrowers while that Lender was a Defaulting Lender; Lender and provided, further, that (z) 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 that Lender▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyHoldings, the Applicable Administrative Agent, the Swing Line Lender and the L/C Issuers Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 Applicable Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and 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 relevant Revolving Credit Facility (without giving effect to Section 2.16(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that 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 Company Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Revolving Credit Lender will constitute a waiver or release of any claim of any party hereunder arising from that Revolving Credit Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative AgentAgent (and, in the case of a Defaulting Lender which is a Multicurrency Lender), Swing Line Lender and the L/C Issuers Issuing Bank agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) and that Lender will, to the extent applicable, purchase 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 Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Multicurrency Commitment Percentages or Yen Enabled Commitments, as the case may be (without giving effect to Section 2.16(a)(iv2.22(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender Issuing Banks and the L/C Issuers Swingline Lender agree in writing in their sole discretion that a Defaulting Lender should is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable respective Commitment Percentages (determined without giving effect to Section 2.16(a)(ivthe immediately preceding subsection (d))) and the Term Loans to be held by the Term Loan Lenders pro rata as if there had not been Defaulting Lenders that are Term Loan Lenders, whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Company Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. (t) The Credit Agreement is further amended by restating Section 3.11.(g) thereof in its entirety to read as follows:

Defaulting Lender Cure. The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that a Borrower may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. If the Company, the Administrative AgentAgent and, in the case that a Defaulting Lender is a Revolving Credit Lender, the Swing Line Lender and the L/C Issuers agree and, in writing in their sole discretion the case that a Defaulting Lender should is a Revolving Euro Tranche Lender, the Swing Line Euro Tranche Lender agree in writing that a Lender is 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), then the Fronting Exposure shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment (less the aggregate Outstanding Amount of the Revolving Loans of that Lender) 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 Revolving Credit Loans, Revolving Euro Tranche Loans, Revolving Yen Tranche Loans and funded and unfunded participations in Letters of Credit Credit, Bankers’ Acceptances, Swing Line Loans and Swing Line Euro Tranche Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(ivsubsection 4.6(e)(i)(D))) under the Revolving Credit Facility, the Revolving Euro Tranche Facility and the Revolving Yen Tranche Facility, whereupon that such Lender will cease to be a Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrower and such Lender’s Applicable Percentage of Fronting Exposure reallocated pursuant to the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company any Borrower while that Lender was a Defaulting Lender; and provided, further, that (x) 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 that Lender▇▇▇▇▇▇’s having been a Defaulting Lender and (y) the Lender making such purchase shall promptly upon demand reimburse any Revolving Credit Lender, any Revolving Euro Tranche Lender or any Revolving Yen Tranche Lender for any costs of the type described in subsection 4.10 arising as a result of such purchase.