Common use of Defaulting Lender Cure Clause in Contracts

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares (without giving effect to Section 2.16(b) as to such Lender), whereupon such Lender will cease to be 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 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 having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify If the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender Borrower and the Administrative Agent’s actual knowledge , and solely in the case of the occurrence of any Lender ceasing to be a Defaulting Lender that is a Revolving Lender. If the Company, the Administrative Agent, the Swing Line Swingline Lender and the L/C Issuer Issuing Banks, agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(bthe immediately preceding subsection (d)) and (ii) the Term Loans to be held by the Term Loan Lenders pro rata as to if there had been no Defaulting Lenders of such Lender)Class, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any If a Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing ceases to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), 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 applicable Loans to be held on a pro rata basis by the applicable Lenders in accordance with their Pro Rata Shares (without giving effect to Section 2.16(b) as to such Lender)the applicable Commitments, whereupon such Lender will cease to be a Defaulting Lender, the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the 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; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The If the Company, the Managing Administrative Agent agrees to promptly notify and the Company upon the Administrative Agent’s actual knowledge of any Swing Line Lenders agree in writing in their discretion that a Lender becoming that is a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing should no longer be deemed to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer 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), that such Lender will, to the extent applicable, purchase at par that such portion of outstanding Loans of the other Lenders or take and/or make such other actions adjustments as the 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 Pro Rata Shares (without giving effect to Section 2.16(b) as to such Lender)respective Commitments, whereupon such Lender will cease to be a Defaulting LenderLender and will be a Non-Defaulting Lender (and such outstanding principal amount of the Revolving Credit Loans of each Lender and the Swing Line Loans will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers 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 Lender such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, the 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 Issuer shall not be necessary with respect to a Term Loan Lender), the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.16(a)(iv)), whereupon such Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender and the L/C Issuer Issuing Banks agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that 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 (or in the case of the Priority Revolving Facility, the Priority Revolving 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 Lenders in accordance with their Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.17(1)(d)), whereupon such that Lender will cease to be 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 Borrowers 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 having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. 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 Issuer agree in writing in their sole discretion that a Lender under any Facility is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders under such Facility or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and under such Facility and, in the case of the Committed (USD) Facility, the funded and unfunded participations in Letters of Credit Credit, Bankers’ Acceptances and Swing Line Loans to be held on a pro rata basis by the Lenders under such Facility in accordance with their Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.17(a)(iv)), whereupon such that Lender will cease to be 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 Borrowers 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 If Borrower, Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the each Swing Line Lender and the L/C Issuer Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 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 Credit, Swing Line Loans and Protective Advances to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares the applicable Commitments (without giving effect to Section 2.16(b) as 2.16(1)(b)(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 Borrower, whereupon such Lender will cease to be 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 Borrowers 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 having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyParent Borrower, the Administrative Agent, the Swing Line each Swingline Lender and the L/C Issuer each Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares the Commitments under the applicable facility (without giving effect to Section 2.16(b) as to such Lender2.14(a)(iv), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while 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 Lender such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify If the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender Borrower and the Administrative Agent’s actual knowledge of the occurrence of any Agent agree in writing in their sole discretion that a Lender ceasing should no longer be deemed to be a Defaulting Lender (provided that, solely with respect to a Defaulting Lender that is a Revolving Lender. If the Company, the Administrative Agent, the Swing Line Swingline Lender and the L/C Issuer each Issuing Bank must also so agree in writing that a Lender is no longer a Defaulting Lenderin their sole discretion), the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may shall include arrangements with respect to the return to the Borrower of any Cash Collateral), that such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.22(a)(iv)), whereupon such that Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, and, in the case that a Defaulting Lender is a Revolving Credit Lender, the Swing Line Lender and the L/C Issuer agree in writing in their sole discretion that a Lender under any Facility is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders under such Facility or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and under such Facility and, in the case of the Revolving Credit Facility, the funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders under such Facility in accordance with their Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.17(a)(iv)), whereupon such that Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The If the Borrower and the Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming agree in writing in their sole discretion that a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing should no longer be deemed to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral)therein, 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 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 Pro Rata Shares (without giving effect to Section 2.16(b) as to such Lender), whereupon such that Lender will cease to be 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 Borrowers 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 L▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (including payment of amounts that would have been owing by the Company (assuming so demanded by the Administrative Agent) pursuant to Section 3.05(a) if such payment had been made by a Borrower) or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.18(a)(iv)), whereupon such that Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the If Prologis, Global Administrative Agent’s actual knowledge of any , each applicable Funding Agent, each applicable Swing Line Lender becoming (if any), each applicable L/C Issuer and each applicable Fronting Lender agree in writing, each in their sole discretion, that a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing should no longer be deemed to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer 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), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as Global Administrative Agent and/or the Administrative applicable Funding Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit 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 Pro Rata Shares Applicable Tranche Percentages (without giving effect to Section 2.16(b) as to such Lender6.15.1(d)), whereupon such that Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender and the L/C Issuer Issuing Lender agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral)therein, that such Lender will, to the extent applicable, purchase at par that such portion of outstanding Loans Advances of the other Lenders or take and/or make such other actions adjustments as the Administrative Agent may determine to be necessary to cause the Loans Advances and funded and unfunded participations in Letters Letter of Credit and Swing Line Loans Exposure of the Lenders to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares (without giving effect to Section 2.16(b) as to such Lender)respective Revolving Commitments, whereupon such Lender will cease to be a Defaulting LenderLender or Potential Defaulting Lender (and the Advances and Letter of Credit Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers 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 Lender such Lender’s having been a Defaulting Lender or Potential Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Japanese Yen Lender, each Swingline Lender and the L/C Issuer each Issuing Lender agree in writing in their respective sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), (i) that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Credit Loans, outstanding Swingline Loans and/or outstanding USD Revolving Credit Loans, as applicable, of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the USD Revolving Credit Loans, the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and 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 Pro Rata Shares Commitment Percentages under the relevant Credit Facility (without giving effect to Section 2.16(b) as to such Lender4.16(c)), whereupon such Lender will cease to be 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 Borrowers 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 Lender 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 Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrowers, the Administrative Agent, the Swing Line Lender and Lender, the L/C Issuer Issuers and the Alternative Currency Fronting Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (and compensate such other Lenders for any break funding or other costs as a result of such purchase) or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Credit, Swing Line Loans and Alternative Currency Risk Participations to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.15(a)(iv)), whereupon such Lender will cease to be 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 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender Agent and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders and, if such Lender is a Revolving Lender, funded and unfunded participations in Letters of Credit and Alternative Currency Risk Participations of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans Alternative Currency Risk Participations to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares Applicable Percentages of the Revolving Facility (without giving effect to Section 2.16(b) as to such Lender2.18(a)(iv)), whereupon such Lender will cease to be 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 Borrowers 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 Lender such L▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The If the Borrower, the Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming and each Issuing Bank agree in writing in their sole discretion that a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing should no longer be deemed to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that such Defaulting Lender will cease to be a Defaulting Lender and, if a Revolving Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans and unfunded participations in Letters of Credit of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their respective applicable Pro Rata Shares (without giving effect to Section 2.16(b) as to such Lender2.21(a)(iii), whereupon such Lender will cease to be a Defaulting Lender); provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while 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 such Lender having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyHoldings, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (and shall pay to such other Lenders any break funding costs that such other Lenders may incur as a result of such purchase) or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the applicable Revolving Credit Lenders in accordance with their Pro Rata Shares Applicable Percentages of the relevant Revolving Credit Facility (without giving effect to Section 2.16(b) as to such Lender2.16(a)(iv)), whereupon such that Lender will cease to be a Defaulting 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 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 Lender Revolving Credit ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The If the Borrower and the Administrative Agent agrees to promptly notify (and solely in the Company upon the Administrative Agent’s actual knowledge case of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be that is a Defaulting Revolving Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer LC Issuer) agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which which, in the case of a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares the applicable Revolving Facility Percentage (without giving effect to Section 2.16(b2.18(b)(iv)) and (ii) the Term Loans to be held by the Term Loan Lenders pro rata as to such if there had been no Defaulting Lender that is a Term Loan Lender), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender and the L/C Issuer relevant Issuing Banks agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 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 Pro Rata Shares Share of the applicable Facility (without giving effect to Section 2.16(b) as to such Lender2.17(1)(d)), whereupon such that Lender will cease to be 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 Borrowers 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 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 Administrative Agent agrees to promptly notify If the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender Borrower and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer Agent agree in writing that a Lender is no longer a Defaulting Lender or a Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral)therein, 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 Pro Rata Shares (without giving effect to Section 2.16(b) as to such Lender)the Commitments, whereupon such Lender will cease to be a Defaulting LenderLender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such Advances of each Lender held pro rata will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers 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 Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender and the L/C Issuer relevant Issuing Banks agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 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 Pro Rata Shares Share of the applicable Facility (without giving effect to Section 2.16(b) as to such Lender2.17(1)(d)), whereupon such that Lender will cease to be 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 Borrowers 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 Administrative Agent agrees to promptly notify If the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender Borrower and the Administrative Agent’s actual knowledge , and solely in the case of the occurrence of any Lender ceasing to be a Defaulting Lender that is a Revolving Lender. If the Company, the Administrative Agent, the Swing Line Swingline Lender and the L/C Issuer Issuing Banks, agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which which, in the case of a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(bthe immediately preceding subsection (d)), and (ii) the Term Loans (if any) to be held by the Term Loan Lenders pro rata as to if there had been no Defaulting Lenders of such Lender)Class, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify If the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender Borrower and the Administrative Agent’s actual knowledge , and solely in the case of the occurrence of any Lender ceasing to be a Defaulting Lender that is a Revolving Lender. If the Company, the Administrative Agent, the Swing Line Swingline Lender and the L/C Issuer Issuing Banks, agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(bthe immediately preceding subsection (d)), and (ii) the Term Loans (if any) to be held by the Term Loan Lenders pro rata as to if there had been no Defaulting Lenders of such Lender)Class, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The If the Administrative Agent agrees to promptly notify and, if applicable, the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Swingline Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender Issuing Banks and the L/C Issuer Borrowers agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice notification and subject to any conditions set forth therein (which may include arrangements with respect to any Cash CollateralCollateral including the release thereof), that Lender (if it is a Revolving Lender) will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Lenders or and/or participations of other Lenders in L/C Exposure and/or Swingline Loans and/or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares respective Applicable Percentage in respect of the applicable Facility (without giving effect to Section 2.16(b) as to such Lender2.22(a)(iii)), whereupon such Lender will cease to be 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 Borrowers any Borrower or any other Loan Party 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, the Swing Line Swingline Lender and the L/C Issuer Issuing Banks agree in writing that a any Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), the LC Exposure and the Swingline Exposure of the other Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.21(a)(iv)), whereupon such that Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The If the Borrower, the Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming and Swing Line Lenders agree in writing in their sole discretion that a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing should no longer be deemed to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.22(a)(iv)), whereupon such that Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify If the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender Borrower and the Administrative Agent’s actual knowledge , and solely in the case of the occurrence of any Lender ceasing to be a Defaulting Lender that is a Tranche 1 Revolving Lender. If the Company, the Administrative Agent, the Swing Line Lender Swingline Lenders and the L/C Issuer Issuing Banks, agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares respective Revolving Commitment Percentages of such Class (determined without giving effect to Section 2.16(bthe 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 to if there had been no Defaulting Lenders of such Lender)Class, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify If the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender Borrower and the Administrative Agent’s actual knowledge , and solely in the case of the occurrence of any Lender ceasing to be a Defaulting Lender that is a Revolving Lender. If the Company, the Administrative Agent, the Swing Line Lender Swingline Lenders and the L/C Issuer Issuing Banks, agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(bthe immediately preceding subsection (d)) and (ii) the Term Loans to be held by the Term Loan Lenders pro rata as to if there had been no Defaulting Lenders of such Lender)Class, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, each Issuing Bank and the Swing Line Lender and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that such Defaulting Lender will cease to be a Defaulting Lender and such Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans and unfunded participations in Letters of Credit, Swing Line Loans and Protective Advances of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Credit, Swing Line Loans and Protective Advances to be held on a pro rata basis by the Revolving Lenders in accordance with their respective applicable Pro Rata Shares (without giving effect to Section 2.16(b) as to such Lender2.21(a)(iii), whereupon such Lender will cease to be a Defaulting Lender); provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers Borrower while 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 such ▇▇▇▇▇▇ having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the If Borrower, Administrative Agent’s actual knowledge of any Lender becoming a Defaulting , Swingline Lender and the Administrative Agent’s actual knowledge Letter of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Credit Issuer agree in writing that a Committed Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Committed Lender will, to the extent applicable, purchase at par that portion (not otherwise funded by its Lender Group) of outstanding Syndicated Loans of the other Lenders Lender Groups or take such other actions as the Administrative Agent may determine to be necessary to cause the Syndicated Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by among the Lender Groups (and the Committed Lenders therein) in accordance with their Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.17(a)(v), whereupon such Committed Lender will cease to be 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 Borrowers Borrower while that Committed 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 Committed Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Committed Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the each Swing Line Lender and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares (without giving effect to Section 2.16(b) as to such Lender2.18(a)(iv), whereupon such that Lender will cease to be a Defaulting 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 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The If the Borrower and the Administrative Agent agrees to promptly notify (and solely in the Company upon the Administrative Agent’s actual knowledge case of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be that is a Defaulting Revolving Lender. If the Company, the Administrative Agent, the Swing Line Swingline Lender and the L/C Issuer Issuing Banks) agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(bthe 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 to if there had been no Defaulting Lenders of such Lender)Class, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. 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 Issuer Issuer, agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares Applicable Percentages of each Class of Loans (without giving effect to Section 2.16(b) as to such Lender2.18(a)(iv)), whereupon such Lender will cease to be 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 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 Lender such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer Issuers agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 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 Pro Rata Shares Core Currency Applicable Percentages (without giving effect to Section 2.16(b) as 2.18(a)(iv)), and to such Lender)cause the Individual Currency Loans, if applicable, to be held on a pro rata basis by the applicable Lenders, whereupon such Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. 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 Issuer Issuers and, in the case that a Defaulting Lender is a Revolving Euro Tranche Lender, the Swing Line Euro Tranche Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(bsubsection 4.6(e)(i)(D)) as to such Lender)under the Revolving Credit Facility, the Revolving Euro Tranche Facility and the Revolving Yen Tranche Facility, whereupon such Lender will cease to be 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 Borrowers 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 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 Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender, the U.K. Swing Line Lender, the Canadian Lender and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Credit, Swing Line Loans, U.K. Swing Line Loans and Canadian Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.17(a)(iv)), whereupon such that Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyParent Borrower, the Administrative Agent, the Swing Line Lender and the L/C Issuer Issuers agree in writing in their sole discretion that a Defaulting Lender is (in its capacity as a Revolving Credit Lender) should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash CollateralCollateral to the extent permitted by applicable Law, if any), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans of the applicable Facility and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares Share of the applicable Facility (without giving effect to Section 2.16(b) as to such Lender2.17(a)(iv)), whereupon such that Lender will cease to be 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 Borrowers any Borrower while that Lender was a Defaulting Lender; and provided, further, that that, subject to Section 10.24, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. 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 Issuer applicable Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash CollateralCollateralization), 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 Pro Rata Shares applicable percentages of the Commitments (without giving effect to Section 2.16(b) as to such Lender4.2.4), whereupon such Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The If the Borrower, the Administrative Agent agrees to promptly notify and the Company upon Several L/C Agent, the Administrative Agent’s actual knowledge of any Lender becoming Fronting Bank and Swing Line Lenders, as applicable, agree in writing in their sole discretion that a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing should no longer be deemed to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.24(a)(iv)), whereupon such that Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, if any Swing Line Loans are then outstanding, the Swing Line Lender Lender, and, if any Letters of Credit are then issued and outstanding, the L/C Issuer Issuing Bank with respect to such Letters of Credit, agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and the funded and unfunded participations in Letters of Credit and funded and unfunded participations in Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares Commitments under each applicable Facility (without giving effect to Section 2.16(b) as to such Lender2.17(a)(iii)(D)), whereupon such Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. 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 Issuer agree in writing in their sole discretion that a Lender under any Facility is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.17(a)(iv)), whereupon such that Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The If the Borrower and the Administrative Agent agrees to promptly notify (and solely in the Company upon the Administrative Agent’s actual knowledge case of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be that is a Defaulting Revolving Lender. If the Company, the Administrative Agent, the Swing Line Swingline Lender and the L/C Issuer Issuing Bank) agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which which, in the case of a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares the applicable Commitments (without giving effect to Section 2.16(b2.26(b)(iv)), and (ii) the Term Loans of each Class to be held by the Term Loan Lenders of such Class pro rata as to if there had been no Defaulting Lenders of such Lender)Class, whereupon such Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The If the Borrower and Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming agree in writing in their reasonable discretion that a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing has taken such action that it should no longer be deemed to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), that such Defaulting Lender will, to the extent applicable, (i) if 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 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 Pro Rata Shares Revolving Credit Applicable 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(b) 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 to if there had been no Defaulting Lender of such Lender)Class, whereupon such Defaulting Lender will cease to be 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 Borrowers 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 such Lender having been was a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, and, in the case that a Defaulting Lender is a Revolving Credit Lender, the Swing Line Lender and the L/C Issuer agree in writing in their sole discretion that a Lender under any Facility is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders under such Facility or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and under such Facility and, in the case of the Revolving Credit Facility, the funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders under such Facility in accordance with their Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.17(a)(iv)), whereupon such that Lender will cease to be 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 Borrowers 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 L▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify If the Company upon Borrowers, the Revolving and LC Administrative Agent’s actual knowledge of any , the Swing Loan Lender becoming and each Issuer agree in writing in their sole discretion that a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing should no longer be deemed to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender Revolving and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the 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), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans and Letter of Credit Obligations of the other Lenders or and take such other actions as the Revolving and LC Administrative Agent may determine to be necessary to cause the Loans Loans, Letter of Credit Obligations and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares Ratable Portions (without giving effect to Section 2.16(bclause (a)(iv) as to such Lenderabove), whereupon such that Lender will cease to be 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 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender Agent and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders under the applicable Facility and, if such Lender is a Revolving Lender, funded 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 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 under the applicable Facility in accordance with their Pro Rata Shares Applicable Percentages of the applicable Facility (without giving effect to Section 2.16(b) as to such Lender2.18(a)(iv)), whereupon such Lender will cease to be 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 Borrowers Company 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 Lender such L▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. 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 Issuer agree in writing in their sole discretion that a Defaulting Lender is under any Facility should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties heretoother Lenders under such Facility, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders under such Facility or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and under such Facility and, in the case of the Revolving Credit Facility, the funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders under such Facility in accordance with their Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.18(a)(iv)), whereupon such that Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. 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 Issuer Issuers, agree in writing in their sole discretion that a Defaulting Lender is under any Facility should no longer be deemed to be a Defaulting LenderLender in accordance with the provisions of this Agreement, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.16(a)(iv)), whereupon such that Lender will cease to be 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 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyHoldings, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (and shall pay to such other Lenders any break funding costs that such other Lenders may incur as a result of such purchase) or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the applicable Revolving Credit Lenders in accordance with their Pro Rata Shares Applicable Percentages of the relevant Revolving Credit Facility (without giving effect to Section 2.16(b) as to such Lender2.16(a)(iv)), whereupon such that Lender will cease to be a Defaulting 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 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 Lender Revolving Credit Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrowers, the Administrative Agent, the Swing Line Lender and Lender, the L/C Issuer Issuers and the Alternative Currency Fronting Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (and compensate such other Lenders for any break funding or other costs as a result of such purchase) or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Credit, Swing Line Loans and Alternative Currency Risk Participations to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.15(a)(iv)), whereupon such Lender will cease to be 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 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 Lender's having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify If the Company upon Borrower, the Administrative Agent’s actual knowledge Lender Representative (solely in the case of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be that is a Defaulting Revolving Credit Lender. If the Company), the Administrative Agent, the Swing Line Lender and the L/C Issuer Issuers and the Swing Line Lender, agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent (acting at the direction of the Lender Representative) will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders under the applicable Facility or Facilities in accordance with their Pro Rata Shares Share (without giving effect to Section 2.16(b) as to such Lender2.17(a)(iv)), whereupon such that Lender will cease to be 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 Borrowers 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 If the Borrower and the Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming agree in writing in their sole discretion that a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing should no longer be deemed to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral)therein, 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 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 Pro Rata Shares (without giving effect to Section 2.16(b) as to such Lender), whereupon such that Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The If the Borrower and the Administrative Agent agrees to promptly notify (and solely in the Company upon the Administrative Agent’s actual knowledge case of any Lender becoming a Defaulting Lender that is a Revolving Lender, the Swingline Lenders and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer Issuing Banks) agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which which, in the case of a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares respective Commitment Percentages (determined without giving effect to Section 2.16(bthe 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 to if there had been no Defaulting Lenders of such Lender)Class, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, the Swing Line Swingline Lender and the L/C Issuer Issuing Banks agree in writing that a Revolving Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may shall include arrangements the release of any cash collateral previously provided by the Borrower hereunder with respect to any Cash Collateralsuch Defaulting Lender to the extent such cash collateral has not been applied to the Obligations), that Revolving Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Pro Rata Shares Revolving Commitment Percentages (without giving effect to Section 2.16(b) as to such LenderSECTION 2.26(a)(iv)), whereupon such Revolving Lender will cease to be 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 Borrowers Borrower while that Revolving 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 Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Revolving Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender and the L/C Issuer Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(bthe 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 such Lender), 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 such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify If the Company upon Borrower and the Administrative Agent’s actual knowledge , and solely in the case of any Lender becoming a Defaulting Lender and that is a Revolving Lender, the Administrative Agent’s actual knowledge Swingline Lender, agree in writing in their sole discretion (with no consent required from the Borrower if any Default or Event of the occurrence of any Default exists) that a Defaulting Lender ceasing that is a Lender should no longer be deemed to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which which, in the case of a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateralcash collateral), that Lender (i) if a Revolving Lender, will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Pro Rata Shares applicable Revolving Loan Commitment Percentages (without giving effect to Section 2.16(b3.11.(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 to if there had been no Defaulting Lender of such Lender)Class, whereupon such that Lender will cease to be 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 Borrowers 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 Lender's having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyUS Borrower, the Administrative Agent, the Swing Line Lender and the L/C Issuer Issuers agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will cease to be a Defaulting Lender; provided that, if such Lender is a US Lender, then prior to ceasing to be a Defaulting Lender, that US Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other US 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 US Lenders in accordance with their Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.18(b)(iii), whereupon such Lender will cease to be 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 Borrowers US Borrower while that US 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 US Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender US Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The If the Borrower and the Revolver Administrative Agent agrees to promptly notify (and solely in the Company upon the Administrative Agent’s actual knowledge case of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be that is a Defaulting Revolving Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer LC Issuer) agree in writing that a Lender is no longer a Defaulting Lender, the Revolver Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which which, in the case of a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares the applicable Revolving Facility Percentage (without giving effect to Section 2.16(b2.18(b)(iv)) and (ii) the Term Loans to be held by the Term Loan Lenders pro rata as to such if there had been no Defaulting Lender that is a Term Loan Lender), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the If Prologis, Global Administrative Agent’s actual knowledge of any , each applicable Funding Agent, each applicable Swing Line Lender becoming (if any), each applicable L/C Issuer and each applicable Fronting Lender agree in writing, each in their sole discretion, that a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing should no longer be deemed to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer 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), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as Global Administrative Agent and/or the Administrative applicable Funding Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit 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 Pro Rata Shares Applicable Tranche Percentages (without giving effect to Section 2.16(b) as to such Lender6.15.1(d)), whereupon such that Lender will cease to be 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 Borrowers 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 Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrowers, the Administrative Agent, the Swing Line Lender and Lender, the L/C Issuer and the Alternative Currency Fronting Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (and compensate such other Lenders for any break funding or other costs as a result of such purchase) or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Credit, Swing Line Loans and Alternative Currency Risk Participations to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.15(a)(iv)), whereupon such Lender will cease to be 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 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees If (i) with respect to promptly notify any Defaulting Lender pursuant to clause (c) of the Company upon definition of Defaulting Lender, the Administrative Agent’s actual knowledge of any Lender becoming a , the Borrower and Ultimate Parent have received written confirmation from such Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Companythat it will comply with its prospective funding obligations under this Agreement, or (ii) in each other case, Ultimate Parent, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the date such confirmation is so received or the effective date specified in such notice (and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral)), as applicable, 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 Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.17(a)(iv)), together with any payments reasonably determined by the Administrative Agent to be necessary to compensate the non-Defaulting Lenders for any loss, cost or expense of the type described in Section 3.05 (all of which purchases are hereby consented to by Ultimate Parent and each Lender) whereupon such that Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify If the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender Borrower and the Administrative Agent’s actual knowledge , and solely in the case of the occurrence of any Lender ceasing to be a Defaulting Lender that is a Revolving Lender. If the Company, the Administrative Agent, the Swing Line Swingline Lender and the L/C Issuer Issuing Banks, agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 and, in the case of any 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 Revolving Lenders in accordance with their Pro Rata Shares respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(bthe 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 to such Lender)if there had been no Defaulting Lenders, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers Borrower while that Lender L▇▇▇▇▇ 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 L▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of If (i) any Lender becoming that is a Defaulting Lender and the Administrative Agent’s actual knowledge pursuant to clause (a) of the occurrence definition of any Lender ceasing to be “Defaulting Lender” has performed its funding obligations hereunder and is no longer a Defaulting Lender. If Lender or (ii) the CompanyBorrower, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing in their reasonable discretion that a Defaulting Lender is (other than a Defaulting Lender pursuant to clause (a) of the definition of “Defaulting Lender”) should no longer be deemed to be a Defaulting Lender, then, in either such case, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that 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 Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.15(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that provided, that, unless approved by the Borrower and the Administrative Agent, no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers 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 having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify If the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender Borrower and the Administrative Agent’s actual knowledge , and solely in the case of the occurrence of any Lender ceasing to be a Defaulting Lender that is a Revolving Lender. If the Company, the Administrative Agent, the Swing Line Swingline Lender and the L/C Issuer Issuing Banks, agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(bthe immediately preceding subsection (d)) and (ii) the Term Loans (if any) to be held by the Term Loan Lenders pro rata as to if there had been no Defaulting Lenders of such Lender)Class, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, and in the Swing Line case of a Revolving Credit Lender that is a Defaulting Lender, the Swingline Lender and the L/C Issuer Issuing Banks, agree in writing in their reasonable discretion that a Defaulting Lender is no longer meets the requirements of a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender (solely to the extent a Revolving Credit Lender) will, to the extent applicable, purchase at par that portion of outstanding Revolving Credit Loans of the other Revolving Credit Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by the Revolving Credit Lenders of the in accordance with their Pro Rata Shares applicable Revolving Commitment Percentages (without giving effect to Section 2.16(b) as to such Lender2.24(a)(iv)), whereupon such that Revolving Credit Lender will cease to be 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 Borrowers Borrower while that a 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing in their respective sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender (or if a Defaulting Lender takes such action so that it can no longer be characterized as 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), 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 Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.16(a)(iv)), whereupon such that Lender will cease to be 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 Borrowers 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 having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative If Borrowers’ Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender Domestic Overdraft Providers, the Offshore Overdraft Providers and the L/C Issuer Issuing Lenders agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding US Revolving Loans, Multicurrency Revolving Loans and/or Offshore Revolving Loans, as applicable, of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the US Revolving Loans, Multicurrency Revolving Loans and/or Offshore Revolving Loans, as applicable, and funded and unfunded participations in Letters of Credit and Swing Line Loans any Domestic Overdraft Account or Offshore Overdraft Account to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares (without giving effect to Section 2.16(b) as to such Lendersubsection 2.11(iii)), whereupon such Lender will cease to be 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 Borrowers 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 Lender such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the If Borrower, Administrative Agent’s actual knowledge of any Lender becoming a Defaulting , Swingline Lender and the Administrative Agent’s actual knowledge Letter of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Credit Issuer agree in writing that a Committed Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Committed Lender will, to the extent applicable, purchase at par that portion (not otherwise funded by its Lender Group) of outstanding Syndicated Loans of the other Lenders Lender Groups or take such other actions as the Administrative Agent may determine to be necessary to cause the Syndicated Loans and funded and unfunded participations in Letters of Credit and Swing Line Swingline Loans to be held on a pro rata basis by among the Lender Groups (and the Committed Lenders therein) in accordance with their Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.17(a)(iv), whereupon such Committed Lender will cease to be 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 Borrowers Borrower while that Committed 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 Committed Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender Committed Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify If the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender Borrower and the Administrative Agent’s actual knowledge , and solely in the case of the occurrence of any Lender ceasing to be a Defaulting Lender that is a Revolving Lender. If the Company, the Administrative Agent, the Swing Line Lender Swingline Lenders and the L/C Issuer Issuing Banks, agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which which, in the case of a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(bthe 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 to if there had been no Defaulting Lenders of such Lender)Class, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The If the Borrower and the Administrative Agent agrees to promptly notify (and solely in the Company upon the Administrative Agent’s actual knowledge case of any Lender becoming a Defaulting Lender that is a Revolving Lender, the Swingline Lenders and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer Issuing Banks) agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which which, in the case of a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares respective Commitment Percentages (determined without giving effect to Section 2.16(bthe 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 to if there had been no Defaulting Lenders of such Lender)Class, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers 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 Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer Issuing Lenders agree in writing that a Lender is no longer a Defaulting Lender (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), that such 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 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 Pro Rata Shares Percentages (without giving effect to Section 2.16(b) as to such Lender2.10.1(c)), whereupon such Lender will cease to be 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 Borrowers 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 Lender such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify If the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender Borrower and the Administrative Agent’s actual knowledge , and solely in the case of the occurrence of any Lender ceasing to be a Defaulting Lender that is a Tranche 1 Revolving Lender. If the Company, the Administrative AgentIssuing Banks, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Credit, to be held on a pro rata basis by the Revolving Lenders of the applicable Class in accordance with their Pro Rata Shares respective Revolving Commitment Percentages of such Class (determined without giving effect to Section 2.16(bthe 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 to if there had been no Defaulting Lenders of such Lender)Class, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares (without giving effect to Section 2.16(b) as to such Lender), whereupon such Lender will cease to be 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 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 ▇▇▇▇▇▇ having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender Agent and the L/C Issuer Issuers agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 (x) in the case of the Revolving Facility, their Pro Rata Shares Applicable Percentages in respect of the Revolving Facility (without giving effect to Section 2.16(b2.15(a)(iv)) as and (y) in the case of the Term A-3 Facility, Term A-5 Facility and Term A-7 Facility, the Commitments hereunder on the Closing Date (before giving effect to the borrowing of Loans on such Lenderdate, but after giving effect to any assignments of Loans thereafter), whereupon such Lender will cease to be 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 Borrowers 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 Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. 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 Issuer Issuers and, in the case that a Defaulting Lender is a Revolving Euro Tranche Lender, the Swing Line Euro Tranche Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(bsubsection 4.6(e)(i)(D)) as to such Lender)under the Revolving Credit Facility, the Revolving Euro Tranche Facility and the Revolving Yen Tranche Facility, whereupon such Lender will cease to be 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 Borrowers 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 Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender Agent and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders and, if such Lender is a Revolving Lender, funded and unfunded participations in Letters of Credit and Alternative Currency Risk Participations of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans Alternative Currency Risk Participations to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares Applicable Percentages of the Revolving Facility (without giving effect to Section 2.16(b) as to such Lender2.18(a)(iv)), whereupon such Lender will cease to be 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 Borrowers 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 Lender such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender Lenders and the L/C Issuer Facing Agents agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash CollateralCollateral (including the return of Cash Collateral deposited by any Borrower pursuant to Section 4.1(b)(iv)), that Lender will, to the extent applicable, purchase at par 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 Revolver Pro Rata Shares under such Revolving Facility (without giving effect to Section 2.16(b) as to such Lender4.1(b)(iii)), whereupon such Lender will cease to be 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 Borrowers 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 Lender such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify If the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender Borrower and the Administrative Agent’s actual knowledge , and solely in the case of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender that is a Revolving Lender and the L/C Issuer Issuing Banks, agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which which, in the case of a Defaulting Lender that is a Revolving Lender, may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(bthe immediately preceding subsection (d)) and (ii) the Term Loans to be held by the Term Loan Lenders pro rata in as to such Lender)if there had been no Defaulting Lenders, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans and Alternative Currency Risk Participations of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans and Alternative Currency Risk Participations to be held on a pro rata basis by the Revolving Lenders in accordance with their Pro Rata Shares Applicable Percentages of the Aggregate Revolving Commitments (without giving effect to Section 2.16(b) as to such Lender2.18(a)(iv)), whereupon such Lender will cease to be 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 Borrowers 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 Lender such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender Agent and the L/C Issuer Issuing Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares the Commitments under the applicable Facility (without giving effect to Section 2.16(b) as to such Lender5.14(a)(iv)), whereupon such Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender; provided, further, that upon such Defaulting Lender becoming a Non-Defaulting Lender, the Administrative Agent shall return to the Borrower any Cash Collateral provided by the Borrower under Section 5.13 with respect to such Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify If the Company upon the Borrowers, each applicable Administrative Agent’s actual knowledge of any , the Issuing Banks and the Swing Line Lender becoming agree in writing in their sole discretion that a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing should no longer be deemed to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the such Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to the release of any Cash CollateralCollateral held pursuant to Section 2.16(a)(ii) to pay amounts owed by such Defaulting Lender or to pay to such Defaulting Lender), 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 Agents 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 Pro Rata Shares (without giving effect to Section 2.16(b) as to such Lender)Share under each Revolving Credit Facility in respect of which that Lender has a Commitment, whereupon such that Lender will cease to be 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 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 Lender’s having been a Defaulting Lender.. 90 Chemtura (Revolving Facility) Credit Agreement

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.17(a)(iv)), together with any payments reasonably determined by the Administrative Agent to be necessary to compensate the non-Defaulting Lenders for any loss, cost or expense of the type described in Section 3.05 (all of which purchases are hereby consented to by the Company and each Lender) whereupon such that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The If Borrower, Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the each Swing Line Lender and the L/C Issuer Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 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 Credit, Swing Line Loans and Protective Advances to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares the applicable Commitments (without giving effect to Section 2.16(b) as 2.16(1)(b)(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 Borrower, whereupon such Lender will cease to be 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 Borrowers 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 ▇▇▇▇▇▇ having been a Defaulting Lender.

Defaulting Lender Cure. The If the Borrower Representative and the Administrative Agent agrees to promptly notify and in the Company upon the Administrative Agent’s actual knowledge case of any Lender becoming a Defaulting Lender that is a Revolving Lender, the Swingline Lenders and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyIssuing Banks, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(b) the immediately preceding subsection (d)), Term A Loan Commitment Percentages and Term B Loan Commitment Percentages, as to such Lender)applicable, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender Agent and the L/C Issuer Issuers agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that ) (i) such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares the Commitments under the applicable Facility (without giving effect to Section 2.16(b) as to such Lender2.20(a)(iv)), whereupon such Lender will cease to be 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 Borrowers Borrower while that Lender was a Defaulting LenderLender and (ii) the Cash Collateral requirements set forth in Section 2.19 will terminate and the applicable Issuer will cause any Cash Collateral posted with respect to their respective Letter of Credit Obligations, to be returned to Borrower subject to any terms relating to such Cash Collateral; 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The If the Borrower and Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming agree in writing in their reasonable discretion that a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing has taken such action that it should no longer be deemed to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), that such Defaulting Lender will, to the extent applicable, (i) if 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 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 Pro Rata Shares Revolving Credit Applicable 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(b) 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 to if there had been no Defaulting Lender of such Lender)Class, whereupon such Defaulting Lender will cease to be 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 Borrowers 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 such Lender having been was a Defaulting Lender.

Defaulting Lender Cure. The If the Borrower, the Administrative Agent agrees to promptly notify and, in the Company upon the Administrative Agent’s actual knowledge of any Lender becoming case that a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be is a Defaulting Revolving Credit Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer Issuer, agree in writing in their sole discretion that a Lender under any Facility is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders under such Facility or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and under such Facility and, in the case of the Revolving Credit Facility, the funded and unfunded participations in Letters of Credit 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 Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.15(a)(iv)), whereupon such that Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, the Swing Line Lender Agent and the L/C Issuer Issuing Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), 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 Pro Rata Shares the Commitments under the applicable facility (without giving effect to Section 2.16(b) as to such Lender2.31(a)(iv), whereupon such Lender will cease to be 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 Borrowers Borrower while that Lender L▇▇▇▇▇ 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 L▇▇▇▇▇’s having been a Defaulting Lender; and provided, further, that if any amounts would be due to the Non-Defaulting Lenders under Section 2.19 as a result of a payment of a EurodollarSOFR Loan, the Defaulting Lender shall pay such amounts to the Non-Defaulting Lenders entitled thereto.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify If the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender Borrower and the Administrative Agent’s actual knowledge , and solely in the case of the occurrence of any Lender ceasing to be a Defaulting Lender that is a Revolving Lender. If the Company, the Administrative Agent, the Swing Line Swingline Lender and the L/C Issuer Issuing Banks, agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(bthe 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 to if there had been no Defaulting Lenders of such Lender)Class, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the Borrowers 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 If the Borrower, the Administrative Agent agrees to promptly notify and, in the Company upon the Administrative Agent’s actual knowledge case of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be that is a Defaulting Revolving Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the applicable Facility 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 of the applicable Facility in accordance with their Pro Rata Shares Applicable Percentages of the applicable Facility (without giving effect to Section 2.16(b) as to such Lender2.18(a)(iv)), whereupon such Lender will cease to be 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 Borrowers 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 Lender such Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. (i) If the CompanyBorrowers, the Administrative Agent, Agent and the Swing Line Lender Swingline Lenders and the L/C Issuer agree in writing that a Multi-Currency Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral, if applicable), 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 Pro Rata Shares Multi-Currency Revolving Commitment Percentages (without giving effect to Section 2.16(b) as to such Lender2.15(a)(iv)), whereupon such Multi-Currency Lender will cease to be a Defaulting Lender; (ii) If the Borrowers and the Administrative Agent agree in writing that a USD Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that USD Lender will, to the extent applicable, purchase at par that portion of outstanding USD Revolving Loans of the of the other USD Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause such USD Revolving Loans to be held on a pro rata basis by the USD Lenders in accordance with their USD Revolving Commitment Percentages (without giving effect to Section 2.15(a)(iv)), whereupon such USD Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the 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 Lender such ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, the Swing Line Swingline Lender, and Issuing Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Credit Loans and Delayed Draw Term 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, Delayed Draw Term 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 Credit Lenders and Delayed Draw Term Loan Lenders in accordance with their Pro Rata Shares the Revolving Credit Commitments and Delayed Draw Term Loan Commitments, as applicable (without giving effect to Section 2.16(b) 2.21(a)(iv)), and reimburse each such Revolving Credit Lender and Delayed Draw Term Loan Lenders for any costs of the type described in Section 2.15 incurred by any Revolving Credit Lender and Delayed Draw Term Loan Lender as to a result of such Lender)purchase, whereupon such Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrowers, the Administrative Agent, the Swing Line Lender and the L/C Issuer Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which in the case of a Defaulting Lender that is a Revolving Lender may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares respective Revolving Commitment Percentages (without giving effect to Section 2.16(b2.22(a)(iv)), (ii) the Term Loan Commitments, if any remain at such time, of the Term Loan Lenders to be held in accordance with their respective Term Loan Commitments, (iii) the Term Loans 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 CHAR2\1701593v10 to be held by the Incremental Term Loan Lenders of such Lender)Class pro rata as if there had been no Defaulting Lenders of such Class, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The If the Borrower Representative and the Administrative Agent agrees to promptly notify and in the Company upon the Administrative Agent’s actual knowledge case of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be that is a Defaulting Revolving Lender. If the Company, the Administrative Agent, the Swing Line Swingline Lender and the L/C Issuer Issuing Bank, agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Pro Rata Shares respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(b) the immediately preceding subsection (d)), and Term Loan Commitment Percentages, as to such Lender)applicable, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees Fees accrued or payments made by or on behalf of the 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The If the Borrower and the Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming agree in writing in their sole discretion that a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing should no longer be deemed to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral)therein, 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 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 Pro Rata Shares (without giving effect to Section 2.16(b) as to such Lender), whereupon such that Lender will cease to be 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 Borrowers 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 Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the CompanyBorrower, the Administrative Agent, the Swing Line Agent and Issuing Lender and the L/C Issuer agree in in(b) writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Revolving Lenders in accordance with their Pro Rata Shares Applicable Percentages (without giving effect to Section 2.16(b) as to such Lender2.21(a)(iv)), whereupon such Lender will cease to be 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 Borrowers 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. New Letters of Credit. So long as any Lender is a Defaulting Lender, no Issuing Lender shall be(c) required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto. Incremental Term Loans and Revolving Facility Increase.

Defaulting Lender Cure. The Administrative Agent agrees to promptly notify the Company upon the Administrative Agent’s actual knowledge of any Lender becoming a Defaulting Lender and the Administrative Agent’s actual knowledge of the occurrence of any Lender ceasing to be a Defaulting Lender. If the Company, the Administrative Agent, the Swing Line Lender Lenders and the L/C Issuer Facing Agents agree in writing in their sole discretion that a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash CollateralCollateral (including the return of Cash Collateral deposited by any Borrower pursuant to Section 4.1(b)(iv)), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans Multicurrency Revolving Loans, of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Multicurrency 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 Multicurrency Revolver Pro Rata Shares (without giving effect to Section 2.16(b) as to such Lender4.1(b)(iii)), whereupon such Lender will cease to be 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 Borrowers 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 Lender such Lender’s having been a Defaulting Lender.