Common use of Adjustments by Banks for Accelerated Termination Clause in Contracts

Adjustments by Banks for Accelerated Termination. If any Applicable Tranche Commitment of a Bank hereunder is terminated pursuant to Section 2.12, the Company shall immediately notify the Administrative Agent in writing of such termination (“Accelerated Termination Notice”) and shall state the amount of such terminating Bank’s Applicable Tranche Commitment so terminated (“Terminated Commitment”) in the Accelerated Termination Notice. The Administrative Agent shall promptly provide a copy of the Accelerated Termination Notice to each remaining Bank (each a “Non-Terminating Bank”). Each Non-Terminating Bank shall notify the Company, in writing, on or before the second Business Day after the date the Accelerated Termination Notice is received by such Non-Terminating Bank, if and by what amount such Bank is willing in its sole discretion to increase its Applicable Tranche Commitment (in the case such Bank has an Applicable Tranche Commitment under the Impacted Tranche at such time) or provide for such Applicable Tranche Commitment (in the case such Bank does not already have an Applicable Tranche Commitment under the Impacted Tranche at such time) (as applicable), which amount shall be equal to all or some portion of the Terminated Commitment (each, a “2.7(b) Notice”). Any Non-Terminating Bank that fails to so notify the Company on or before such second Business Day shall be deemed to have declined to increase or provide any such Applicable Tranche Commitment. If offers to increase or provide any such Applicable Tranche Commitments are made by two or more Non-Terminating Banks in an aggregate amount greater than the aggregate amount of the Terminated Commitment, such Non-Terminating Banks and the Company hereby agree that such offers shall be allocated as nearly as possible in proportion to the aggregate amount of such offers, so that the aggregate amount thereof will not exceed the amount of the Terminated Commitment. On or before the third Business Day after the date of the Accelerated Termination Notice, the Company shall notify Administrative Agent and each Non-Terminating Bank of the amount, if any, by which each such Non-Terminating Bank’s Commitment has been increased or provided, which amount shall not exceed the amount of such Non-Terminating Bank’s offer to increase or provide such Applicable Tranche Commitment in such Bank’s 2.7(b)

Adjustments by Banks for Accelerated Termination. If any Applicable Tranche the MC Commitment or USD Commitment of a Bank hereunder is terminated pursuant to Section 2.12, the Company shall immediately notify the Administrative Agent in writing of such termination (“Accelerated Termination Notice”) and shall state the amount of such terminating Bank’s Applicable Tranche MC Commitment so terminated or USD Commitment (as the case may be) (“Terminated Commitment”) in the Accelerated Termination Notice. The Administrative Agent shall promptly provide a copy of the Accelerated Termination Notice to each remaining Bank (each a “Non-Terminating Bank”). Each Non-Terminating Bank shall notify the Company, in writing, on or before the second Business Day after the date of the Accelerated Termination Notice is received by such Non-Terminating BankNotice, if and by what amount such Bank is willing in its sole discretion to increase its Applicable Tranche MC Commitment (in the case such Bank has an Applicable Tranche or USD Commitment under the Impacted Tranche at such time) or provide for such Applicable Tranche Commitment (in the case such Bank does not already have an Applicable Tranche Commitment under the Impacted Tranche at such time) (as applicable), which amount shall be equal to all or some portion of the Terminated Commitment (each, a “2.7(b) Notice”). Any Non-Terminating Bank that fails to so notify the Company on or before such second Business Day shall be deemed to have declined to increase its MC Commitment or provide any such Applicable Tranche CommitmentUSD Commitment (as the case may be). If offers to increase MC Commitments or provide any such Applicable Tranche USD Commitments are made by two or more Non-Terminating Banks in an aggregate amount greater than the aggregate amount of the Terminated Commitment, such Non-Terminating Banks and the Company hereby agree that such offers shall be allocated as nearly as possible in proportion to the aggregate amount of such offers, so that the aggregate amount thereof will not exceed the amount of the Terminated Commitment. On or before the third Business Day after the date of the Accelerated Termination Notice, the Company shall notify Administrative Agent and each Non-Terminating Bank of the amount, if any, amount by which each such Non-Terminating Bank’s Commitment has been increased or providedincreased, which amount shall not exceed the amount of such Non-Terminating Bank’s offer to increase its MC Commitment or provide such Applicable Tranche USD Commitment (as applicable) in such Bank’s 2.7(b)