Common use of Optional Termination of Commitment of Defaulting Lender Clause in Contracts

Optional Termination of Commitment of Defaulting Lender. (i) At any time a Lender is a Defaulting Lender, upon prior written notice (or telephonic notice confirmed in writing) to Administrative Agent at its Notice Address and to such Defaulting Lender, (A) U.S. Borrower may, without premium or penalty, terminate in full the Original Dollar Revolving Commitment, Extended Dollar Revolving Commitment and/or Swing Line Commitment of such Defaulting Lender, (B) European Borrower may, without premium or penalty, terminate in full the Original Euro Revolving Commitment, Multicurrency Revolving Commitment and/or Swing Line Commitment of such Defaulting Lender, and (C) Canadian Borrower may, without premium or penalty, terminate in full the Canadian Revolving Commitment of such Defaulting Lender (any such termination, a “Defaulting Lender Termination”), in each case, provided, that, at the time of such Defaulting Lender Termination, (1) no Unmatured Event of Default or Event of Default has occurred and is continuing (unless the Required Lenders consent to such Defaulting Lender Termination), (2) either (x) no Loans are outstanding under any Revolving Facility in which such Defaulting Lender has a Commitment, (y) such Defaulting Lender’s Pro Rata Share of outstanding Revolving Loans and Canadian Revolving Loans is zero or (z) the aggregate outstanding principal amount of Revolving Loans and Canadian Revolving Loans, if any, owing to such Defaulting Lender shall have been repaid in full in accordance with clause (iv) below, and (3) (a) in the case of the Multicurrency Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Multicurrency Revolving Loans plus the Multicurrency LC Obligations plus the aggregate outstanding principal amount of all remaining Swing Line Loans shall not exceed the aggregate Multicurrency Revolving Commitments of all remaining Multicurrency Revolving Lenders, (b) in the case of the Original Euro Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Original Euro Revolving Loans shall not exceed the aggregate Original Euro Revolving Commitments of all remaining Original Euro Revolving Lenders, (c) in the case of the Original Dollar Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Original Dollar Revolving Loans shall not exceed the aggregate Original Dollar Revolving Commitments of all remaining Original Dollar Revolving Lenders, (d) in the case of the Extended Dollar Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Extended Dollar Revolving Loans shall not exceed the aggregate Extended Dollar Revolving Commitments of all remaining Extended Dollar Revolving Lenders or (e) in the case of the Canadian Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Canadian Revolving Loans plus the Canadian LC Obligations shall not exceed the aggregate Canadian Revolving Commitments of all remaining Canadian Revolving Lenders. Each such notice shall specify the effective date of such Defaulting Lender Termination (the “Defaulting Lender Termination Date”), which Defaulting Lender Termination Date shall be acceptable to Administrative Agent in its reasonable discretion. (ii) On each such Defaulting Lender Termination Date, (A) the Original Dollar Revolving Commitment, Extended Dollar Revolving Commitment, Multicurrency Revolving Commitment, Original Euro Revolving Commitment and Canadian Revolving Commitment of such Defaulting Lender shall be reduced to zero, (B) such Defaulting Lender shall cease to be a “Revolving Lender” hereunder (provided that any Defaulting Lender shall continue to be entitled to the indemnification provisions contained herein, but only with respect to matters arising prior to the applicable Defaulting Lender Termination Date), (C) the respective Original Dollar Revolving Commitments, Extended Dollar Revolving Commitments, Multicurrency Revolving Commitments, Original Euro Revolving Commitments and Canadian Revolving Commitments, as applicable, of all other Lenders shall remain unchanged and (D) the Pro Rata Shares of outstanding LC Obligations and Swing Line Loans will be reallocated by Administrative Agent among the Multicurrency Revolving Lenders or Canadian Revolving Lenders, (other than the Defaulting Lender), as applicable and as the case may be, in accordance with their Pro Rata Shares of the applicable Facilities after giving effect to such Defaulting Lender Termination; (iii) Except as otherwise provided in clause (iv) below, concurrently with any payment of interest or fees to the Lenders with respect to any applicable Revolving Facility occurring on or after such Defaulting Lender Termination Date with respect to any period before such Defaulting Lender Termination Date, such Defaulting Lender shall be paid its Pro Rata Share (based on its Pro Rata Share before giving effect to such Defaulting Lender Termination) of such interest or fees, as applicable; (iv) If on the Defaulting Lender Termination Date for a Defaulting Lender the outstanding principal balance of Loans under any Revolving Facility in which such Defaulting Lender has a Commitment is not zero, the applicable Borrower may, notwithstanding any other provision of this Agreement to the contrary (including without limitation Section 12.6(a)), repay the entire outstanding principal balance of such Loans owing to such Defaulting Lender on such Defaulting Lender Termination Date, together with all accrued and unpaid interest thereon; and (v) The exercise by any Borrower of its rights under this Section 4.1(b) or any other provision of this Agreement applicable to a Defaulting Lender shall not be to the exclusion of, nor be a limitation on, any other rights or remedies that may be available to such Borrower with respect to such Defaulting Lender under applicable law.

Optional Termination of Commitment of Defaulting Lender. (i) At any time a Lender is a Defaulting Lender, upon prior written notice (or telephonic notice confirmed in writing) to Administrative Agent at its Notice Address and to such Defaulting Lender, (A) U.S. Borrower may, without premium or penalty, terminate in full the Original Dollar Revolving Commitment, Extended Dollar Revolving Commitment and/or Swing Line Commitment of such Defaulting Lender, (B) European Borrower may, without premium or penalty, terminate in full the Original Euro Revolving Commitment, Multicurrency Revolving Commitment and/or Swing Line Commitment of such Defaulting Lender, and (C) Canadian Borrower may, without premium or penalty, terminate in full the Canadian Revolving Commitment of such Defaulting Lender (any such termination, a “Defaulting Lender Termination”), in each case, provided, that, at the time of such Defaulting Lender Termination, (1) no Unmatured Event of Default or Event of Default has occurred and is continuing (unless the Required Lenders consent to such Defaulting Lender Termination), (2) either (x) no Loans are outstanding under any Revolving Facility in which such Defaulting Lender has a Commitment, (y) such Defaulting Lender’s Pro Rata Share of outstanding Revolving Loans and Canadian Revolving Loans is zero or (z) the aggregate outstanding principal amount of Revolving Loans and Canadian Revolving Loans, if any, owing to such Defaulting Lender shall have been repaid in full in accordance with clause (iv) below, and (3) (a) in the case of the Multicurrency Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Multicurrency Revolving Loans plus the Multicurrency LC Obligations plus the aggregate outstanding principal amount of all remaining Swing Line Loans shall not exceed the aggregate Multicurrency Revolving Commitments of all remaining Multicurrency Revolving Lenders, (b) in the case of the Original Euro Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Original Euro Revolving Loans shall not exceed the aggregate Original Euro Revolving Commitments of all remaining Original Euro Revolving Lenders, (c) in the case of the Original Dollar Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Original Dollar Revolving Loans shall not exceed the aggregate Original Dollar Revolving Commitments of all remaining Original Dollar Revolving Lenders, (d) in the case of the Extended Dollar Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Extended Dollar Revolving Loans shall not exceed the aggregate Extended Dollar Revolving Commitments of all remaining Extended Dollar Revolving Lenders or (e) in the case of the Canadian Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Canadian Revolving Loans plus the Canadian LC Obligations shall not exceed the aggregate Canadian Revolving Commitments of all remaining Canadian Revolving Lenders. Each such notice shall specify the effective date of such Defaulting Lender Termination (the “Defaulting Lender Termination Date”), which Defaulting Lender Termination Date shall be acceptable to Administrative Agent in its reasonable discretion. (ii) On each such Defaulting Lender Termination Date, (A) the Original Dollar Revolving Commitment, Extended Dollar Revolving Commitment, Multicurrency Revolving Commitment, Original Euro Revolving Commitment and Canadian Revolving Commitment of such Defaulting Lender shall be reduced to zero, (B) such Defaulting Lender shall cease to be a “Revolving Lender” hereunder (provided that any Defaulting Lender shall continue to be entitled to the indemnification provisions contained herein, but only with respect to matters arising prior to the applicable Defaulting Lender Termination Date), (C) the respective Original Dollar Revolving Commitments, Extended Dollar Revolving Commitments, Multicurrency Revolving Commitments, Original Euro Revolving Commitments and Canadian Revolving Commitments, as applicable, of all other Lenders shall remain unchanged and (D) the Pro Rata Shares of outstanding LC Obligations and Swing Line Loans will be reallocated by Administrative Agent among the Multicurrency Revolving Lenders or Canadian Revolving Lenders, (other than the Defaulting Lender), as applicable and as the case may be, in accordance with their Pro Rata Shares of the applicable Facilities after giving effect to such Defaulting Lender Termination; (iii) Except as otherwise provided in clause (iv) below, concurrently with any payment of interest or fees to the Lenders with respect to any applicable Revolving Facility occurring on or after such Defaulting Lender Termination Date with respect to any period before such Defaulting Lender Termination Date, such Defaulting Lender shall be paid its Pro Rata Share (based on its Pro Rata Share before giving effect to such Defaulting Lender Termination) of such interest or fees, as applicable; (iv) If on the Defaulting Lender Termination Date for a Defaulting Lender the outstanding principal balance of Loans under any Revolving Facility in which such Defaulting Lender has a Commitment is not zero, the applicable Borrower may, notwithstanding any other provision of this Agreement to the contrary (including without limitation Section 12.6(a)), repay the entire outstanding principal balance of such Loans owing to such Defaulting Lender on such Defaulting Lender Termination Date, together with all accrued and unpaid interest thereon; and (v) The exercise by any Borrower of its rights under this Section 4.1(b) or any other provision of this Agreement applicable to a Defaulting Lender shall not be to the exclusion of, nor be a limitation on, any other rights or remedies that may be available to such Borrower with respect to such Defaulting Lender under applicable law.

Optional Termination of Commitment of Defaulting Lender. 57 (ia) At In addition to the replacement right under Section 4.9(b), if any time a Lender is becomes a Defaulting Lender, upon prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Address and to such Defaulting Lender, (A) U.S. Borrower may, without premium or penalty, may terminate in full the Original Dollar Revolving Commitment, Extended Dollar Revolving Commitment and/or Swing Line Commitment of such Defaulting Lender, (B) European Borrower may, without premium or penalty, terminate in full the Original Euro Revolving Commitment, Multicurrency Revolving Commitment and/or Swing Line Commitment of such Defaulting Lender, and (C) Canadian Borrower may, without premium or penalty, terminate in full the Canadian Revolving Commitment of such Defaulting Lender by giving notice to such Defaulting Lender and the Administrative Agent (any such termination, a “Defaulting Lender Termination”), in each case, provided, that, at ; provided that on the time effective date of such Defaulting Lender TerminationTermination and after giving effect thereto and to any repayment of Loans in connection therewith, (1i) no Unmatured Event of Default or Event of Default has occurred and is continuing (unless the Required Lenders otherwise consent to such Defaulting Lender Termination), (2) either (x) no Loans are outstanding under any Revolving Facility in which such Defaulting Lender has a Commitment, (y) such Defaulting Lender’s Pro Rata Share of outstanding Revolving Loans and Canadian Revolving Loans is zero or (zii) the aggregate outstanding principal amount of Revolving Loans and Canadian Revolving Loans, if any, owing to such Defaulting Lender shall have been repaid in full in accordance with clause (iv) below, and (3) (a) in the case of the Multicurrency Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Multicurrency Revolving Loans plus the Multicurrency LC Obligations plus the aggregate outstanding principal amount of all remaining Swing Line Loans shall not exceed the aggregate Multicurrency Revolving Commitments of all remaining Multicurrency Revolving Lenders, (b) in the case of the Original Euro Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Original Euro Revolving Loans shall not exceed the aggregate Original Euro Revolving Commitments of all remaining Original Euro Revolving Lenders, (c) in the case of the Original Dollar Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Original Dollar Revolving Loans shall not exceed the aggregate Original Dollar Revolving Commitments of all remaining Original Dollar Revolving Lenders, subsection (d) in below and (iii) the case of the Extended Dollar Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Extended Dollar Revolving Loans Total Outstandings shall not at any time exceed the aggregate Extended Dollar Revolving Commitments lesser of all remaining Extended Dollar Revolving Lenders or (ex) in the case of Borrowing Base and (y) the Canadian Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Canadian Revolving Loans plus the Canadian LC Obligations shall not exceed the aggregate Canadian Revolving Commitments of all remaining Canadian Revolving LendersAggregate Commitment. Each such notice shall specify the effective date of such Defaulting Lender Termination (the “Defaulting Lender Termination Date”), which shall be not less than five (5) Business Days (or such shorter period as agreed to by the Administrative Agent and such Defaulting Lender) after the date on which such notice is delivered to such Defaulting Lender Termination Date shall be acceptable to and the Administrative Agent in its reasonable discretionAgent. (iib) On each such Defaulting Lender Termination Date, (Ai) the Original Dollar Revolving Commitment, Extended Dollar Revolving Commitment, Multicurrency Revolving Commitment, Original Euro Revolving Commitment and Canadian Revolving Commitment of such Defaulting Lender shall be reduced to zero, (Bii) such Defaulting Lender shall cease to be a “Revolving Lender” hereunder (provided that any Defaulting Lender shall continue to be entitled to the indemnification provisions contained herein, but only with respect to matters arising prior to the applicable Defaulting Lender Termination Date), (Ciii) the respective Original Dollar Revolving Commitments, Extended Dollar Revolving Commitments, Multicurrency Revolving Commitments, Original Euro Revolving Commitments and Canadian Revolving Commitments, as applicable, of all other Lenders shall remain unchanged and (Div) the Pro Rata Shares of outstanding LC Obligations and Swing Line Loans will be reallocated by Administrative Agent among the Multicurrency Revolving Lenders or Canadian Revolving Lenders, each Lender’s (other than the Defaulting Lender), as applicable and as the case may be, in accordance with their ) Pro Rata Shares Share of the applicable Facilities Letter of Credit Obligations and Swingline Loans shall be reallocated by the Administrative Agent after giving effect to such the Defaulting Lender Termination;. (iiic) Except as otherwise provided in clause subsection (ivd) below, each Defaulting Lender shall be paid all interest and/or fees owed thereto concurrently with any payment of such interest or fees to the Lenders with respect to any applicable Revolving Facility occurring required by this Agreement on or after such Defaulting Lender Termination Date with respect to any period before such Defaulting Lender Termination Date, such Defaulting Lender shall be paid its Pro Rata Share (based on its Pro Rata Share before giving effect to such Defaulting Lender Termination) of such interest or fees, as applicable;. (ivd) If on the Defaulting Lender Termination Date for a Defaulting Lender Lender, the outstanding principal balance of Loans under any Revolving Facility in which such Defaulting Lender has a Commitment is not zero, the applicable Administrative Borrower may, notwithstanding any other provision of this Agreement to the contrary (contrary, including without limitation Section 12.6(a3.4(c)), but only with the prior written consent of the Administrative Agent, repay the entire outstanding principal balance of such Loans owing to such Defaulting Lender on such the Defaulting Lender Termination Date, together with all accrued and unpaid interest thereon; and. (ve) The exercise by any the Administrative Borrower of its rights under this Section 4.1(b) 4.11 or any other provision of this Agreement applicable to a Defaulting Lender Lender, shall not be to the exclusion of, nor be a limitation on, any other rights or remedies that may be available to such Borrower the Borrowers with respect to such a Defaulting Lender under applicable law.

Optional Termination of Commitment of Defaulting Lender. (i) At any time a Lender is a Defaulting Lender, upon prior written notice (or telephonic notice if confirmed in writing) to Administrative Agent at its Notice Address and to such Defaulting Lender, (A) U.S. Borrower Company may, without premium or penalty, terminate in full the Original Dollar Revolving Commitment, Extended Dollar Revolving Multicurrency Revolver Commitment and/or Swing Line Commitment of such Defaulting Lender, Lender and (B) European Borrower may, without premium or penalty, terminate in full the Original Euro Revolving Commitment, Multicurrency Revolving Commitment and/or Swing Line Commitment of such Defaulting Lender, and (C) Canadian Borrower may, without premium or penalty, terminate in full the Canadian Revolving Commitment of such Defaulting Lender (any such termination, a “Defaulting Lender Termination”), in each case, provided, that, at the time of such Defaulting Lender Termination, (1) no Unmatured Event of Default or Event of Default has occurred and is continuing (unless the Required Lenders consent to such Defaulting Lender Termination), (2) either (x) no Loans are outstanding under any Revolving Facility in which such Defaulting Lender has a Commitment, (y) such Defaulting Lender’s Pro Rata Share of outstanding Multicurrency Revolving Loans and Canadian Revolving Loans is zero or (z) the aggregate outstanding principal amount of Multicurrency Revolving Loans and Canadian Revolving Loans, if any, owing to such Defaulting Lender shall have been repaid in full in accordance with clause (iv) below, below and (3) (a3)(a) in the case of the Multicurrency Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Multicurrency Revolving Loans plus the Multicurrency LC Obligations plus the aggregate outstanding principal amount of all remaining Swing Line Loans shall not exceed the aggregate Multicurrency Revolving Commitments of all remaining Multicurrency Revolving Lenders, (b) in the case of the Original Euro Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Original Euro Revolving Loans shall not exceed the aggregate Original Euro Revolving Commitments of all remaining Original Euro Revolving Lenders, (c) in the case of the Original Dollar Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Original Dollar Revolving Loans shall not exceed the aggregate Original Dollar Revolving Commitments of all remaining Original Dollar Revolving Lenders, (d) in the case of the Extended Dollar Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Extended Dollar Revolving Loans shall not exceed the aggregate Extended Dollar Revolving Commitments of all remaining Extended Dollar Revolving Lenders or (eb) in the case of the Canadian Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Canadian Revolving Loans plus the Canadian LC Obligations shall not exceed the aggregate Canadian Revolving Commitments of all remaining Canadian Revolving Lenders. Each such notice shall specify the effective date of such Defaulting Lender Termination (the “Defaulting Lender Termination Date”), which Defaulting Lender Termination Date shall be acceptable to Administrative Agent in its reasonable discretion.; (ii) On each such Defaulting Lender Termination Date, (A) the Original Dollar Revolving Commitment, Extended Dollar Revolving Commitment, Multicurrency Revolving Commitment, Original Euro Revolving Commitment and Canadian Revolving Commitment of such Defaulting Lender shall be reduced to zero, (B) such Defaulting Lender shall cease to be a “Canadian Revolving Lender” and/or “Multicurrency Revolving Lender”, as applicable, hereunder (provided that any Defaulting Lender shall continue to be entitled to the indemnification provisions contained herein, but only with respect to such matters arising prior to the applicable Defaulting Lender Termination Date), (C) the respective Original Dollar Revolving Commitments, Extended Dollar Revolving Commitments, Multicurrency Revolving Commitments, Original Euro Revolving Commitments and Canadian Revolving Commitments, as applicable, of all other Lenders shall remain unchanged and (D) the Pro Rata Shares of outstanding LC Obligations and Swing Line Loans will be reallocated by Administrative Agent among the Multicurrency Revolving Lenders or Canadian Revolving Lenders, (other than the Defaulting Lender), as applicable and as the case may be, in accordance with their Pro Rata Shares of the applicable Facilities after giving effect to such Defaulting Lender Termination; (iii) Except as otherwise provided in clause (iv) below, concurrently with any payment of interest or fees to the Lenders with respect to any applicable Revolving Facility occurring on or after such Defaulting Lender Termination Date with respect to any period before such Defaulting Lender Termination Date, such Defaulting Lender shall be paid its Pro Rata Share (based on its Pro Rata Share before giving effect to such Defaulting Lender Termination) of such interest or fees, as applicable; (iv) If on the Defaulting Lender Termination Date for a Defaulting Lender the outstanding principal balance of Loans under any Revolving Facility in which such Defaulting Lender has a Commitment is not zero, the applicable Borrower may, notwithstanding any other provision of this Agreement to the contrary (including including, without limitation limitation, Section 12.6(a)), repay the entire outstanding principal balance of such Loans owing to such Defaulting Lender on such Defaulting Lender Termination Date, together with all accrued and unpaid interest thereon; and (v) The exercise by any Borrower of its rights under this Section 4.1(b) or any other provision of this Agreement applicable to a Defaulting Lender shall not be to the exclusion of, nor be a limitation on, any other rights or remedies that may be available to such Borrower with respect to such Defaulting Lender under applicable law.”

Optional Termination of Commitment of Defaulting Lender. (i) At any time a Lender is a Defaulting Lender, upon prior written notice (or telephonic notice confirmed in writing) to Administrative Agent at its Notice Address and to such Defaulting Lender, (A) U.S. Borrower may, without premium or penalty, terminate in full the Original Dollar Revolving Commitment, Extended Dollar Revolving Commitment and/or Swing Line Commitment of such Defaulting Lender, (B) European Borrower may, without premium or penalty, terminate in full the Original Euro Revolving Commitment, Multicurrency Revolving Commitment and/or Swing Line Commitment of such Defaulting Lender, and (C) Canadian Borrower may, without premium or penalty, terminate in full the Canadian Revolving Commitment of such Defaulting Lender (any such termination, a “Defaulting Lender Termination”), in each case, provided, that, at the time of such Defaulting Lender Termination, (1) no Unmatured Event of Default or Event of Default has occurred and is continuing (unless the Required Lenders consent to such Defaulting Lender Termination), (2) either (x) no Loans are outstanding under any Revolving Facility in which such Defaulting Lender has a Commitment, (y) such Defaulting Lender’s Pro Rata Share of outstanding Revolving Loans and Canadian Revolving Loans is zero or (z) the aggregate outstanding principal amount of Revolving Loans and Canadian Revolving Loans, if any, owing to such Defaulting Lender shall have been repaid in full in accordance with clause (iv) below, below and (3) (a) in the case of the Multicurrency Dollar Revolving Facility and Euro Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Multicurrency Revolving Loans plus the Multicurrency LC Obligations plus the aggregate outstanding principal amount of all remaining Swing Line Loans shall not exceed the aggregate Multicurrency Revolving Commitments of all remaining Multicurrency Revolving Lenders, (b) in the case of the Original Euro Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Original Euro Revolving Loans shall not exceed the aggregate Original Euro Revolving Commitments of all remaining Original Euro Revolving Lenders, (c) in the case of the Original Dollar Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Original Dollar Revolving Loans shall not exceed the aggregate Original Dollar Revolving Commitments of all remaining Original Dollar Revolving Lenders, (d) in the case of the Extended Dollar Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Extended Dollar Revolving Loans shall not exceed the aggregate Extended Dollar Revolving Commitments of all remaining Extended Dollar Revolving Lenders or (eb) in the case of the Canadian Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Canadian Revolving Loans plus the Canadian LC Obligations shall not exceed the aggregate Canadian Revolving Commitments of all remaining Canadian Revolving Lenders. Each such notice shall specify the effective date of such Defaulting Lender Termination (the “Defaulting Lender Termination Date”), which Defaulting Lender Termination Date shall be acceptable to Administrative Agent in its reasonable discretion. (ii) On each such Defaulting Lender Termination Date, (A) the Original Dollar Revolving Commitment, Extended Dollar Revolving Commitment, Multicurrency Revolving Commitment, Original Euro Revolving Commitment and Canadian Revolving Commitment of such Defaulting Lender shall be reduced to zero, (B) such Defaulting Lender shall cease to be a “Revolving Lender” hereunder (provided that any Defaulting Lender shall continue to be entitled to the indemnification provisions contained herein, but only with respect to matters arising prior to the applicable Defaulting Lender Termination Date), (C) the respective Original Dollar Revolving Commitments, Extended Dollar Revolving Commitments, Multicurrency Revolving Commitments, Original Euro Revolving Commitments and Canadian Revolving Commitments, as applicable, of all other Lenders shall remain unchanged and (D) the Pro Rata Shares of outstanding LC Obligations and Swing Line Loans will be reallocated by Administrative Agent among the Multicurrency Dollar Revolving Lenders or Canadian Euro Revolving Lenders, Lenders (other than the Defaulting Lender), as applicable and as the case may be, in accordance with their Pro Rata Shares of the applicable Facilities after giving effect to such Defaulting Lender Termination; (iii) Except as otherwise provided in clause (iv) below, concurrently with any payment of interest or fees to the Lenders with respect to any applicable Revolving Facility occurring on or after such Defaulting Lender Termination Date with respect to any period before such Defaulting Lender Termination Date, such Defaulting Lender shall be paid its Pro Rata Share (based on its Pro Rata Share before giving effect to such Defaulting Lender Termination) of such interest or fees, as applicable; (iv) If on the Defaulting Lender Termination Date for a Defaulting Lender the outstanding principal balance of Loans under any Revolving Facility in which such Defaulting Lender has a Commitment is not zero, the applicable Borrower may, notwithstanding any other provision of this Agreement to the contrary (including without limitation Section 12.6(a)), repay the entire outstanding principal balance of such Loans owing to such Defaulting Lender on such Defaulting Lender Termination Date, together with all accrued and unpaid interest thereon; and (v) The exercise by any Borrower of its rights under this Section 4.1(b) or any other provision of this Agreement applicable to a Defaulting Lender shall not be to the exclusion of, nor be a limitation on, any other rights or remedies that may be available to such Borrower with respect to such Defaulting Lender under applicable law.”

Optional Termination of Commitment of Defaulting Lender. (ia) At In addition to the replacement right under Section 4.9(b), if any time a Lender is becomes a Defaulting Lender, upon prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Address and to such Defaulting Lender, (A) U.S. Borrower may, without premium or penalty, may terminate in full the Original Dollar Revolving Commitment, Extended Dollar Revolving Commitment and/or Swing Line Commitment of such Defaulting Lender, (B) European Borrower may, without premium or penalty, terminate in full the Original Euro Revolving Commitment, Multicurrency Revolving Commitment and/or Swing Line Commitment of such Defaulting Lender, and (C) Canadian Borrower may, without premium or penalty, terminate in full the Canadian Revolving Commitment of such Defaulting Lender by giving notice to such Defaulting Lender and the Administrative Agent (any such termination, a “Defaulting Lender Termination”), in each case, provided, that, at ; provided that on the time effective date of such Defaulting Lender TerminationTermination and after giving effect thereto and to any repayment of Loans in connection therewith, (1i) no Unmatured Event of Default or Event of Default has occurred and is continuing (unless the Required Lenders otherwise consent to such Defaulting Lender Termination), (2) either (x) no Loans are outstanding under any Revolving Facility in which such Defaulting Lender has a Commitment, (y) such Defaulting Lender’s Pro Rata Share of outstanding Revolving Loans and Canadian Revolving Loans is zero or (zii) the aggregate outstanding principal amount of Revolving Loans and Canadian Revolving Loans, if any, owing to such Defaulting Lender shall have been repaid in full in accordance with clause (iv) below, and (3) (a) in the case of the Multicurrency Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Multicurrency Revolving Loans plus the Multicurrency LC Obligations plus the aggregate outstanding principal amount of all remaining Swing Line Loans shall not exceed the aggregate Multicurrency Revolving Commitments of all remaining Multicurrency Revolving Lenders, (b) in the case of the Original Euro Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Original Euro Revolving Loans shall not exceed the aggregate Original Euro Revolving Commitments of all remaining Original Euro Revolving Lenders, (c) in the case of the Original Dollar Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Original Dollar Revolving Loans shall not exceed the aggregate Original Dollar Revolving Commitments of all remaining Original Dollar Revolving Lenders, subsection (d) in below and (iii) the case of the Extended Dollar Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Extended Dollar Revolving Loans Total Outstandings shall not at any time exceed the aggregate Extended Dollar Revolving Commitments lesser of all remaining Extended Dollar Revolving Lenders or (ex) in the case of Borrowing Base and (y) the Canadian Revolving Facility, the sum of the aggregate outstanding principal amount of all remaining Canadian Revolving Loans plus the Canadian LC Obligations shall not exceed the aggregate Canadian Revolving Commitments of all remaining Canadian Revolving LendersAggregate Commitment. Each such notice shall specify the effective date of such Defaulting Lender Termination (the “Defaulting Lender Termination Date”), which shall be not less than five (5) Business Days (or such shorter period as agreed to by the Administrative Agent and such Defaulting Lender) after the date on which such notice is delivered to such Defaulting Lender Termination Date shall be acceptable to and the Administrative Agent in its reasonable discretionAgent. (iib) On each such Defaulting Lender Termination Date, (Ai) the Original Dollar Revolving Commitment, Extended Dollar Revolving Commitment, Multicurrency Revolving Commitment, Original Euro Revolving Commitment and Canadian Revolving Commitment of such Defaulting Lender shall be reduced to zero, (Bii) such Defaulting Lender shall cease to be a “Revolving Lender” hereunder (provided that any Defaulting Lender shall continue to be entitled to the indemnification provisions contained herein, but only with respect to matters arising prior to the applicable Defaulting Lender Termination Date), (Ciii) the respective Original Dollar Revolving Commitments, Extended Dollar Revolving Commitments, Multicurrency Revolving Commitments, Original Euro Revolving Commitments and Canadian Revolving Commitments, as applicable, of all other Lenders shall remain unchanged and (Div) the Pro Rata Shares of outstanding LC Obligations and Swing Line Loans will be reallocated by Administrative Agent among the Multicurrency Revolving Lenders or Canadian Revolving Lenders, each Lender’s (other than the Defaulting Lender), as applicable and as the case may be, in accordance with their ) Pro Rata Shares Share of the applicable Facilities Letter of Credit Obligations and Swingline Loans shall be reallocated by the Administrative Agent after giving effect to such the Defaulting Lender Termination;. (iiic) Except as otherwise provided in clause subsection (ivd) below, each Defaulting Lender shall be paid all interest and/or fees owed thereto concurrently with any payment of such interest or fees to the Lenders with respect to any applicable Revolving Facility occurring required by this Agreement on or after such Defaulting Lender Termination Date with respect to any period before such Defaulting Lender Termination Date, such Defaulting Lender shall be paid its Pro Rata Share (based on its Pro Rata Share before giving effect to such Defaulting Lender Termination) of such interest or fees, as applicable;. (ivd) If on the Defaulting Lender Termination Date for a Defaulting Lender Lender, the outstanding principal balance of Loans under any Revolving Facility in which such Defaulting Lender has a Commitment is not zero, the applicable Administrative Borrower may, notwithstanding any other provision of this Agreement to the contrary (contrary, including without limitation Section 12.6(a3.4(c)), but only with the prior written consent of the Administrative Agent, repay the entire outstanding principal balance of such Loans owing to such Defaulting Lender on such the Defaulting Lender Termination Date, together with all accrued and unpaid interest thereon; and. (ve) The exercise by any the Administrative Borrower of its rights under this Section 4.1(b) 4.11 or any other provision of this Agreement applicable to a Defaulting Lender Lender, shall not be to the exclusion of, nor be a limitation on, any other rights or remedies that may be available to such Borrower the Borrowers with respect to such a Defaulting Lender under applicable law.