Common use of Defaulting Lender Cure Clause in Contracts

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(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 Borrower while 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 such Lender having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Swing Line Lender and the Issuing Lender L/C Issuer agree in writing in their sole discretion that a Lender is no longer a Defaulting Lender should no longer (except that during the continuance of an Event of Default, the Borrower’s agreement shall not be deemed to be a Defaulting Lenderrequired), the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.16(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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender Agent and the Issuing Lender L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Facility Loans and funded and unfunded participations in Letters of Credit and Swingline Loans under the applicable Revolving Facility to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Facility Percentages and L/C Percentages, as applicable under such Revolving Facility (without giving effect to Section 2.24(a)(iv2.22(i)), 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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Lender Bank agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Facility Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.26(1)(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 Borrower while such 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 such Lender Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Lender Bank agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the applicable Class or Classes of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans of each applicable Class to be held on a pro rata basis by the Lenders in accordance with the relative amounts of their respective Revolving Percentages and L/C PercentagesDollar Commitments or Multicurrency Commitments, as applicable applicable, (without giving effect to Section 2.24(a)(iv2.19(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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Lender Lenders agree in writing in their sole reasonable discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and Percentages, L/C Percentages and Term Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.22(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 Borrower while such Lender was a Defaulting Lender; and providedprovided further that, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Borrower Agent, Administrative Agent and, in the Swingline Lender and the Issuing Lender agree in writing in their sole discretion case that a Defaulting Lender should is a Revolving Lender, the Swing Line Lender and the L/C Issuer, agree in writing that a Lender is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.17(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 Borrower Borrowers while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Swing Line Lender and the Issuing Lender L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans of the applicable Facility and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as Pro Rata Share of the applicable Facility (without giving effect to Section 2.24(a)(iv2.18(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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the U.S. Borrower, the Administrative Agent, the Swingline Lender Issuing Bank and the Issuing Swingline Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Adjusted Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(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 U.S. Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the BorrowerCompany, the Administrative Agent, the Swingline Lender and the each Issuing Lender Bank agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a falls under the definition of Defaulting Lender, the Administrative Agent will so notify the parties heretoRevolving Lenders, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Facility Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Facility Loans and funded and unfunded participations in RF Letters of Credit and Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their respective Revolving Facility Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv)), 2.26(a)(iii) 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 Borrower Company while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the BorrowerBorrowers, the Administrative Agent, the Swingline Lender and the Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(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 Borrower Borrowers while 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 such Lender having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender Agent and the Issuing Lender L/C Issuer agree in writing in their sole discretion that a Lender is no longer a Defaulting Lender should no longer (provided that the Borrower’s agreement shall not be deemed to be a Defaulting Lenderrequired if an Event of Default has occurred and is continuing at the time of such agreement), the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.15(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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender Swing Loan Lender, Issuing Lender, and the Issuing Alternative Currency Funding Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit Credit, Swing Loans, and Swingline Loans Alternative Currency Risk Participations to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable Commitment Percentage (without giving effect to Section 2.24(a)(iv§14.16(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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the each Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a falls under the definition of Defaulting Lender, the Administrative Agent will so notify the parties heretoRevolving Lenders, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv)2.21(a)(iii) but giving effect to the other limitations set forth in the definition of Revolving Percentage relating to Later Expiring Letters of Credit), whereupon such that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected partiesparties or except as provided in Section 10.19, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the US Borrower, the Administrative AgentAgents, the Swingline Issuing Lender and the Issuing Swing Line Lender agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent Agents will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans Advances of the other Lenders or take such other actions as the Administrative Agent Agents may determine to be necessary to cause the Loans US Advances and funded and unfunded participations in Letters of Credit and Swingline Loans Swing Line Advances to be held on a pro rata basis by the US Facility Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable US Pro Rata Shares (without giving effect to Section 2.24(a)(iv2.15(a)(iv))) and the Canadian Advances to be held by the Canadian Facility Lenders in accordance with their Canadian Pro Rata Shares, 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 US Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the BorrowerBorrower and the Administrative Agent (and, in the case of a Defaulting Lender that is a Revolving A Lender, the Administrative Agent, the Swingline Swing Line Lender and the Issuing Lender L/C Issuers) agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Revolving A Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.15(b)), 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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the each Borrower, the Administrative Agent, the Swingline Swing Line Lender and the Issuing Lender one or more applicable L/C Issuers, in their sole discretion, agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro pro-rata basis by the Lenders in accordance with their respective Revolving Facility Percentages and L/C Percentages, as applicable (carried out to the ninth decimal place) (without giving effect to Section 2.24(a)(iv)2.17(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 any Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, Borrower and the Administrative Agent, and in the case of a Defaulting Lender that is a Revolving Lender, the Swingline Lender and the Issuing Lender Bank, agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Facility Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable (determined without giving effect to Section 2.24(a)(ivthe immediately preceding subsection (d)), as applicable, 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 Borrower while such 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 such Lender having been a Defaulting Lender.

Defaulting Lender Cure. If the BorrowerBorrowers, the Administrative Agent, the Swingline Lender Issuing Lenders and the Issuing Swingline Lender agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (plus break funding amounts under Section 2.11 to the extent purchase occurs in the middle of an Interest Period) or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as the Commitments under the applicable credit facility (without giving effect to Section 2.24(a)(iv2.17(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 Borrower Borrowers while such that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the applicable affected partiesparty, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any such party hereunder arising from such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender Borrower and the Issuing Lender Agent agree in writing in their sole but reasonable discretion (with no consent required from the Borrower if any Default or Event of Default exists) that a Defaulting Lender that is a Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such Lender that Lender, if a 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 subject Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving applicable Commitment Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv3.11(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 Borrower while such Lender that ▇▇▇▇▇▇ 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 such Lender that ▇▇▇▇▇▇'s having been a Defaulting Lender.

Defaulting Lender Cure. If the BorrowerCompany, the Administrative Agent, Swing Line Lender, the Swingline Dutch Swing Line Lender and the Issuing Lender L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit Credit, Swing Line Loans and Swingline Dutch Swing Line Loans to be held on a pro rata basis by the Lenders under the applicable Revolving Tranche in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.15(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that provided, that, no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such 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 such that Lender having been a Defaulting Lender.

Defaulting Lender Cure. If a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, as reasonably determined by the BorrowerBorrowers, the Administrative AgentAgent and each L/C Issuer, the Swingline Lender and the Issuing Lender agree in writing in their sole discretion that a such Defaulting Lender should shall no longer be deemed to be a Defaulting Lender, Lender and the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable Pro Rata Shares (without giving effect to Section 2.24(a)(iv2.14(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 Borrower Borrowers while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative AgentAgents, the Swingline Swing Line Lender and the Issuing Lender L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent Agents will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans Loans, Bankers’ Acceptances and BA Equivalent Notes of the other Lenders or take such other actions as the Administrative applicable Agent may determine to be necessary to cause the Loans Loans, Bankers’ Acceptances and BA Equivalent Notes and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.19(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the each Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a falls under the definition of Defaulting Lender, the Administrative Agent will so notify the parties heretoRevolving Lenders, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv)2.21(a)(iii) but giving effect to the other limitations set forth in the definition of Revolving Percentage relating to Later Expiring Letters of Credit), whereupon such that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected partiesparties or except as provided in Section 10.19, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative AgentAgent and, in the Swingline case of a Defaulting Lender and the Issuing Lender that is a Revolving Lender, each L/C Issuer, agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable of each Class of Loans (without giving effect to Section 2.24(a)(iv2.16(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 Borrower Borrowers while such that Lender was a Defaulting Lender; and provided, further, further that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, Company and the Administrative AgentAgent and, if such Defaulting Lender is a Dollar Tranche Revolving Lender, the Swingline Lender and the Issuing Lender Lenders agree in writing in their sole discretion that a such Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.21(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 Borrower Company while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Lender Bank agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the applicable Class or Classes of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans of each applicable Class to be held on a pro rata basis by the Lenders in accordance with the relative amounts of their respective Revolving Percentages and L/C PercentagesDollar Commitments or Multicurrency Commitments, as applicable applicable, (without giving effect to Section 2.24(a)(iv2.19(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 Borrower while such Lender that ▇▇▇▇▇▇ 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 such Lender that ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. If the BorrowerCompany, the Administrative Agent, the Japanese Yen Lender, the Swingline Lender and the each Issuing Lender agree in writing in their respective sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Credit Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Credit Commitment Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv4.16(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 Borrower Company while 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 such Lender Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender Swing Line Bank and the Issuing Lender Bank agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans Revolving Credit Advances of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans Revolving Credit Advances and funded and unfunded participations in Letters of Credit and Swingline Loans Swing Line Advances to be held on a pro rata basis by the Lenders in accordance with their respective Pro Rata Shares of the Revolving Percentages and L/C Percentages, as applicable Credit Commitment (without giving effect to Section 2.24(a)(iv2.15(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 Borrower while 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 such Lender Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the BorrowerCompany, the Administrative AgentAgent and, in the Swingline Lender and the Issuing Lender agree in writing in their sole discretion case that a Defaulting Lender should is a Revolving Credit Lender, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Credit Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.17(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 Borrower Borrowers while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the BorrowerCompany, the Administrative Agent, the Swingline Lender and the Issuing Lender Banks agree in writing in their sole discretion that a Defaulting Revolving Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such that Revolving Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with the relative amounts of their respective Revolving Percentages and L/C Percentages, as applicable Commitments (without giving effect to subparagraph (a)(iv) of this Section 2.24(a)(iv)2.20), 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 Borrower Company while such 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 such Lender that Revolving Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the each Borrower, the Administrative Agent, the Swingline Swing Line Lender and the Issuing Lender each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans of the applicable Facility and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as Pro Rata Share of the applicable Facility (without giving effect to Section 2.24(a)(iv2.17(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 Borrower Borrowers while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender Agent and the Issuing Lender Banks agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders and, to the extent such purchase occurs in the middle of an Interest Period, compensate the Non-Defaulting Lenders for any break funding losses under Section 3.05, or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.15(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 Borrower while such Lender that ▇▇▇▇▇▇ 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 such Lender that ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Lender Fronting Bank agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Credit 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 Fronted Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Credit Commitment Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv4.13(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 Borrower while 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 such Lender Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the each Co-Borrower, the Administrative Agent, the Swingline Lender and the each Issuing Lender Bank agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, then the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of such Class of the other applicable Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the applicable Loans and funded and unfunded participations in Letters of Credit and Swingline Loans of such Class to be held on a pro rata basis by the applicable Lenders of such Class in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv)2.22(a)(iv) or the proviso to the definition thereof), whereupon such that Lender will cease to be a Defaulting LenderLender with respect to such Class; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the any Co-Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender each Issuing Bank and the Issuing Swing Line Lender agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit Credit, Swing Line Loans and Swingline Loans Protective Advances to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable Pro Rata Shares (without giving effect to Section 2.24(a)(iv2.22(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 Borrower while such 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 Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender a Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender Lender, and the Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(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 Borrower while 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 such Lender having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, Company and the Administrative AgentAgent agree in writing that a Lender is no longer a Defaulting Lender, together with the Swingline Swing Line Lender and the Issuing Lender agree L/C Issuers in writing in their sole discretion that the case of a Defaulting Lender should no longer be deemed to be a Defaulting Tranche 1 Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Tranche 1 Loans and/or Tranche 2 Loans of the other Lenders Lenders, as applicable, or take such other actions as the Administrative Agent may determine to be necessary to cause the relevant Committed Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.17(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 Borrower Company while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the BorrowerCompany, the Administrative Agent, the Agent and each Swingline Lender and the each Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the committed Loans and funded and unfunded participations in Letters of Credit and Swingline Loans and Additional Alternative Currency Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Commitment Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv)2.21(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 any Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the First Lien Administrative Agent, the Swingline Lender and the each Issuing Lender Bank agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the First Lien Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of such Class of the other applicable Lenders or take such other actions as the First Lien Administrative Agent may determine to be necessary to cause the applicable Loans and funded and unfunded participations in Letters of Credit and Swingline Loans of such Class to be held on a pro rata basis by the applicable Lenders of such Class in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv)2.22(a)(iv) or the proviso to the definition thereof), whereupon such that Lender will cease to be a Defaulting LenderLender with respect to such Class; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Lender agree in writing in their sole reasonable discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and Percentages, L/C Percentages and Term Percentages, as applicable (without giving effect to Section 2.24(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 Borrower while such Lender was a Defaulting Lender; and providedprovided further that, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Swing Line Lender and the Issuing Lender L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.18(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 Borrower while such Lender that ▇▇▇▇▇▇ was a Defaulting Lender; and provided, further, that subject to Section 10.19 and except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender that ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Swing Line Lender and the Issuing Lender L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and Overadvance Loans and funded and unfunded participations in Letters of Credit Credit, Swing Line Loans and Swingline Loans Protective Advances to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.21(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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the BorrowerBorrowers, the Administrative Agent, the Swingline Lender and the Issuing Lender Banks agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders at a price equal to the par value of such Loans or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.21(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 Borrower while Borrowers for the period 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.17(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 Borrower while such Lender was a Defaulting Lender; and providedprovided further that, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender Agent and the Issuing Lender L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Facility Loans and funded and unfunded participations in Letters of Credit and Swingline Loans under the applicable Revolving Facility to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Facility Percentages and L/C Percentages, as applicable under such Revolving Facility (without giving effect to Section 2.24(a)(iv2.22(i)), 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 Borrower while such Lender that ▇▇▇▇▇▇ 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 such Lender that ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, and in the case of the Lender that is a Defaulting Lender, and the Swingline Lender and the Issuing Lender Lender, agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Commitment Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv3.16(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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the each Issuing Lender Bank agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par (together with any break funding costs incurred by the non-Defaulting Lenders as a result of such purchase) that portion of outstanding Revolving Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable Commitments (without giving effect to Section 2.24(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline a Lender and the Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed ceases to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline applicable Loans to be held on a pro rata basis by the applicable Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as the applicable (without giving effect to Section 2.24(a)(iv))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 Borrower Borrowers while such Lender that ▇▇▇▇▇▇ 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 such Lender that ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. If the U.S. Borrower, the Administrative Agent, the Swingline Lender and the each Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving relevant Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(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 U.S. Borrower while such Lender that L▇▇▇▇▇ was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected partiesparties (and, in any event, subject to Section 9.19), no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender that L▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Swing Line Lender and the Issuing Lender each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans of the applicable Facility and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as Pro Rata Share of the applicable Facility (without giving effect to Section 2.24(a)(iv2.18(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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the each Borrower, the Administrative Agent, the Swingline Swing Line Lender and the Issuing Lender one or more applicable L/C Issuers, in their sole discretion, agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro pro-rata basis by the Lenders in accordance with their respective Revolving Facility Percentages and L/C Percentages, as applicable (carried out to the ninth decimal place) (without giving effect to Section 2.24(a)(iv)2.17(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 any Borrower while such Lender that ▇▇▇▇▇▇ 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 such Lender that ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and Percentages, L/C Percentages and Term Percentages, as applicable (without giving effect to Section 2.24(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 Borrower while 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 such Lender having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the each Swingline Lender Lender, each LC Issuer and the Issuing each Revolving Lender agree in writing in their sole discretion (acting reasonably) that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral)therein, such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Swingline Loans, Letters of Credit and Swingline Multicurrency Revolving Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to (a)(iv) of this Section 2.24(a)(iv))2.20, 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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, and, with respect to any Defaulting Lender that is a Revolving Credit Lender, the Swingline Swing Line Lender and the Issuing Lender L/C Issuers, agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.17(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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, and in the Swingline case of the Revolving Credit Lender that is a Defaulting Lender and the Issuing Lender L/C Issuer, agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.15(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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the BorrowerCompany, the Administrative Agent, the Swingline Swing Line Lender and the Issuing Lender L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash CollateralCollateral and reimbursement of costs and expenses to each Loan Party), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.18(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 Borrower any Loan Party while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Swing Line Lender and the Issuing Lender L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.18(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 Borrower while such that Lender was a Defaulting Lender; and provided, further, that subject to Section 10.19 and except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender Agent and the Issuing Lender each relevant L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (and such Lender shall pay such other Lenders any break funding costs arising as a result of such purchase) or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable Pro Rata Share (without giving effect to Section 2.24(a)(iv‎Section 2.16(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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the BorrowerBorrowers, the Administrative Agent, Agent and each Issuing Bank that is the Swingline Lender and the Issuing Lender issuer of Letters of Credit having an aggregate Stated Amount in excess of $5,000,000 agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash CollateralCollateral posted by a Defaulting Lender), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Commitment Percentages and L/C Percentages, as applicable (determined without giving effect to Section 2.24(a)(iv)subsection (d) above), 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 Borrower Borrowers while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender Agent and the Issuing Lender each relevant L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (and such Lender shall pay such other Lenders any break funding costs arising as a result of such purchase) or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable Pro Rata Share (without giving effect to Section 2.24(a)(iv2.16(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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages Percentages, and L/C Percentages, as applicable (without giving effect to Section 2.24(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 Borrower while 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 such Lender having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Lender each agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Defaulting Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Commitment Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.22(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 Borrower while such 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 such Lender Lender's having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Swing Line Lender and the Issuing Lender L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Applicable Percentages in respect of Committed Revolving Percentages Loans and L/C PercentagesTerm Loans, as applicable (without giving effect to Section 2.24(a)(iv2.18(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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the BorrowerBorrowers, the Applicable Administrative AgentAgents, the Swingline Lender (if the Defaulting Lender is a US Lender) and the Applicable Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Applicable Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans Advances of the other Lenders or take such other actions as the Applicable Administrative Agent may determine to be necessary to cause the Loans Advances and funded and unfunded participations in Letters of Credit and Swingline Loans Advances to be held on a pro rata basis by the applicable Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as the applicable Commitments under the applicable Facility (without giving effect to Section 2.24(a)(iv)2.18(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 any Borrower while such 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 such that Lender having been a Defaulting Lender.

Defaulting Lender Cure. If the BorrowerCompany, the Administrative Agent, the Swingline Swing Line Lender and the Issuing Lender L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine determined to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline and, if such Lender is a Revolving A Lender, Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.15(a)(iv)), whereupon such that Lender will cease to be a Defaulting Lender; provided that provided, that, no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Company while such 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 such that Lender having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Borrower Agent, Administrative Agent and, in the Swingline Lender and the Issuing Lender agree in writing in their sole discretion case that a Defaulting Lender should is a Revolving Lender, the Swing Line Lender and the L/C Issuer, agree in writing that a Lender is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.17(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 Borrower Borrowers while such Lender that ▇▇▇▇▇▇ 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 such Lender that ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, the Swingline Swing Lender and the Issuing Lender L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Credit 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 Credit, Swing Loans and Swingline Loans Extraordinary Advances to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable Pro Rata Shares (without giving effect to Section 2.24(a)(iv2.17(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 Borrower Borrowers while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, the Swingline Lender, each Issuing Lender and the each Participation FCI Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Credit, Swingline Loans and FCIs to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(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 Parent Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the BorrowerCompany, the Administrative Agent, the Swingline Swing Line Lender, the New Vehicle Swing Line Lender and the Issuing Lender L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit Credit, Swing Line Loans and Swingline New Vehicle Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.18(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided provided, however, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the BorrowerCompany, the Administrative Agent, the Swingline Lender and the Issuing Lender Banks agree in writing in their sole discretion that a Defaulting Revolving Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such that Revolving Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance with the relative amounts of their respective Revolving Percentages and L/C Percentages, as applicable Commitments (without giving effect to subparagraph (a)(iv) of this Section 2.24(a)(iv)2.20), 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 Borrower Company while such 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 such Lender that Revolving Lender's having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Swing Loan Lender and the Issuing Lender Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving 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 Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Loans to be held on a pro rata basis by the Revolving Credit Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.16(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 Borrower while for the period that such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the BorrowerCompany, the Administrative AgentAgent and, in the Swingline case of Facility A Revolving Lenders, each Swing Line Lender and the each Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash CollateralCollateral or Backup Support), such Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Facility A Percentages and L/C Percentages, as applicable or Facility B Percentages (without giving effect to Section 2.24(a)(ivclause (a)(iv) above)), as applicable, 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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender Swing Line Bank and the each Issuing Lender Bank agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicableapplicable in respect of such Facility, purchase at par (together with any break funding costs incurred by the Non-Defaulting Lenders as a result of such purchase) that portion of outstanding Loans Advances of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans Advances and funded and unfunded participations in Letters of Credit and Swingline Loans Swing Line Advances to be held on a pro rata basis by the Appropriate Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as the Commitments under the applicable Facility (without giving effect to Section 2.24(a)(iv2.20(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 other payments made by or on behalf of the Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Credit Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Credit Commitment Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv5.14(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 Borrower while 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 such Lender Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender each Issuing Bank and the Issuing Swing Line Lender agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit Credit, Swing Line Loans and Swingline Loans Protective Advances to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable Pro Rata Shares (without giving effect to Section 2.24(a)(iv2.22(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 Borrower while such Lender L▇▇▇▇▇ 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 Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender a L▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. If the BorrowerBorrowers, the Administrative Agent, the Swingline Lender Agent and the Issuing Lender L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Facility Loans and funded and unfunded participations in Letters of Credit and Swingline Loans under the applicable Revolving Facility to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Facility Percentages and L/C Percentages, as applicable under such Revolving Facility (without giving effect to Section 2.24(a)(iv2.22(i)), 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 any Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender Lenders and the Issuing Lender Lenders agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Credit Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Credit Commitment Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv4.15(c)), 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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the U.S. Borrower, the Administrative Agent, the Swingline Lender Lenders and the Issuing Lender Lenders agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Credit Commitment Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv4.15(c)), 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 Borrower Borrowers while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Lender Lenders agree in writing in their sole reasonable discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and Percentages, L/C Percentages and Term Percentages, as applicable (without giving effect to Section 2.24(a)(iv)2.22(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 Borrower while such Lender was a Defaulting Lender; and providedprovided further that, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, and, in the Swingline case of a Defaulting Lender that is a Revolving Lender, each Swing Line Lender and the Issuing Lender each L/C Issuer, agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans Loans, and funded and unfunded participations in Letters of Credit and Swingline Loans Swing Line Loans, to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable of each Class of Loans (without giving effect to Section 2.24(a)(iv2.18(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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative AgentAgent and, in the Swingline case of a Defaulting Lender and the Issuing Lender that is a Revolving Lender, each L/C Issuer, agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable of each Class of Loans (without giving effect to Section 2.24(a)(iv2.16(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 Borrower Borrowers while such Lender that ▇▇▇▇▇▇ was a Defaulting Lender; and provided, further, further that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender that ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender Swing Line Bank and the each Issuing Lender Bank agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicableapplicable in respect of such Facility, purchase at par (together with any break funding costs incurred by the Non-Defaulting Lenders as a result of such purchase) that portion of outstanding Loans Advances of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans Advances and funded and unfunded participations in Letters of Credit and Swingline Loans Swing Line Advances to be held on a pro rata basis by the Appropriate Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as the Commitments under the applicable Facility (without giving effect to Section 2.24(a)(iv2.20(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 other payments made by or on behalf of the Borrower while such Lender that ▇▇▇▇▇▇ 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 such Lender that ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender Agent and the Issuing Lender L/C Issuer agree in writing in their sole discretion that a Lender is no longer a Defaulting Lender should no longer (provided that the Borrower’s agreement shall not be deemed to be a Defaulting Lenderrequired if an Event of Default has occurred and is continuing at the time of such agreement), the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.15(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 Borrower while such Lender that ▇▇▇▇▇▇ 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 such Lender that ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Swing Line Lender and the Issuing Lender L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans of the applicable Facility and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as Pro Rata Share of the applicable Facility (without giving effect to Section 2.24(a)(iv2.17(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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, and with respect to a Revolving Lender, the Swingline Lender and the Issuing Lender Banks agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date Closing Date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcollateral), 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 outstanding Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.16(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 Borrower any Credit Party while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder in any Lender’s status from Defaulting Lender to non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender Swing Line Lenders and the Issuing Lender L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Credit Loans of the other Revolving Credit Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.19(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 Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, and solely in the Swingline case of a Defaulting Lender that is a Revolving Lender, the Swing Line Lenders and the Issuing Lender L/C Issuers, agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.18(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 Borrower while such Lender that ▇▇▇▇▇▇ 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 such Lender that ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, Company and the Administrative AgentAgent agree in writing that a Lender is no longer a Defaulting Lender, together with the Swingline Swing Line Lender and the Issuing Lender agree L/C Issuer in writing in their sole discretion that the case of a Defaulting Lender should no longer be deemed to be a Defaulting Tranche 1 Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Tranche 1 Loans and/or Tranche 2 Loans of the other Lenders Lenders, as applicable, or take such other actions as the Administrative Agent may determine to be necessary to cause the relevant Committed Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.17(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 Borrower Company while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Parent Borrower, the Administrative Agent, the Swingline Lender, each Issuing Lender and the each Participation Foreign Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Credit, Swingline Loans and Foreign Credit Instruments to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(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 Parent Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender each Issuing Bank and the Issuing Swing Line Lender agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit Credit, Swing Line Loans and Swingline Loans Protective Advances to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable Pro Rata Shares (without giving effect to Section 2.24(a)(iv2.22(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 Borrower while such 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 Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender a ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, Agent and, in the Administrative Agent, the Swingline Lender and the Issuing Lender agree in writing in their sole discretion case that a Defaulting Lender should is a Revolving Lender, the L/C Issuer and the Swing Line Lender, agree in writing that a Lender is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit Credit, Swing Line Loans and Swingline Loans Protective Advances to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.16(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 Borrower Borrowers while such 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 such Lender that Lender's having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, Company and the Administrative AgentAgent agree in writing that a Lender is no longer a Defaulting Lender, together with the Swingline Swing Line Lender and the Issuing Lender agree L/C Issuers in writing in their sole discretion that the case of a Defaulting Lender should no longer be deemed to be a Defaulting Tranche 1 Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Tranche 1 Loans and/or Tranche 2 Loans of the other Lenders Lenders, as applicable, or take such other actions as the Administrative Agent may determine to be necessary to cause the relevant Committed Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.18(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 Borrower Company while such 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 such Lender that Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any 70 ny-2096649 v7 Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and Percentages, L/C Percentages, and Term Percentages, as applicable (without giving effect to Section 2.24(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 Borrower while such Lender L▇▇▇▇▇ was a Defaulting Lender; and providedprovided further that, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender L▇▇▇▇▇ having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Swing Line Lender, the Export Line Lender and the Issuing Lender L/C Issuer collectively agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such Defaulting Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit Credit, Swing Loans and Swingline Export Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.20(a)(iv)), 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 Borrower while such Lender that ▇▇▇▇▇▇ 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 such Lender that ▇▇▇▇▇▇ having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Lender L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Revolving Credit Lenders in accordance with their respective Revolving Aggregate Commitment Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv2.17(a)(vii)), 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 Borrower while such Lender that ▇▇▇▇▇▇ 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 such Lender that ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateralcash collateral), such that Lender will, to the extent applicable, purchase at par (and reimburse any Lender for its Funding Losses attributable to such purchase) that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans Advances to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as the 5-Year Commitments under the applicable facility (without giving effect to Section 2.24(a)(ivSubsection 15.30.1(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 Borrower ▇▇▇▇▇▇▇▇ while such Lender that ▇▇▇▇▇▇ 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 such Lender that ▇▇▇▇▇▇’s having been a Defaulting Lender.

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender each Issuing Bank and the Issuing Swing Line Lender agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit Credit, Swing Line Loans and Swingline Loans Protective Advances to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable Pro Rata Shares (without giving effect to Section 2.24(a)(iv2.22(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 Borrower while such 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 Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender a Lender’s having been a Defaulting Lender.

Defaulting Lender Cure. If the BorrowerBorrowers, the Administrative Agent, the Swingline Swing Line Lender and the Issuing Lender L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swingline Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Applicable Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv)2.18(a)(iv) with respect to that 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 a Borrower while such 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 such Lender that Lender’s having been a Defaulting Lender. ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY

Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender Borrower and the Issuing Lender Agent agree in writing in their sole discretion that a Defaulting Lender should is no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such that Lender will, to the extent applicableapplicable in respect of such Facility, purchase at par (together with any break funding costs incurred by the non-Defaulting Lenders as a result of such purchase) that portion of outstanding Loans Advances of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans Advances to be held on a pro rata basis by the Appropriate Lenders in accordance with their respective Revolving Percentages and L/C Percentages, as applicable (without giving effect to Section 2.24(a)(iv)the Commitments under the 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 other payments made by or on behalf of the Borrower while such Lender that ▇▇▇▇▇▇ 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 such Lender that ▇▇▇▇▇▇’s having been a Defaulting Lender.. ARTICLE III