Common use of Termination of Defaulting Lender Clause in Contracts

Termination of Defaulting Lender. The Borrower shall be entitled at any time to (i) terminate the unused Commitment of any Lender that is a Defaulting Lender (the “Defaulted Commitments”) upon prior notice of not less than one Business Day to the Agent (which shall promptly notify the Lenders thereof), and/or (ii) replace all of the Commitments or the Defaulted Commitments of any Lender that is a Defaulting Lender with Commitments of a Successor Lender, provided, that, (x) each such assignment shall be either an assignment of all of the rights and obligations of the Defaulting Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the Defaulting Lender under this Agreement with respect to all of the Commitments or the Defaulted Commitments, as the case may be, and (y) concurrently with such assignment, either the Borrower or one or more Successor Lenders shall pay for the account of such Defaulting Lender an aggregate amount at least equal to the aggregate outstanding principal amount of the Committed Loans owing to such Defaulting Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Defaulting Lender under this Agreement. In either such event, the provisions of Section 4.3 shall apply to all amounts thereafter paid by the Borrower or such Successor Lender for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, commitment fees or other amounts), provided, that, such termination or assignment shall not be deemed to be a waiver or release of any claim the Borrower, the Agent, or any Lender may have against such Defaulting Lender.

Termination of Defaulting Lender. The Borrower shall be entitled at any time to (i) terminate the unused Unused Commitment of any Lender that is a Defaulting Lender (determined after giving effect to any reallocation of such Defaulting Lender’s L/C Exposure and Swing Line Exposure, as provided in Section 2.15) (the “Defaulted Commitments”) upon prior notice of not less than one Business Day to the Administrative Agent (which shall promptly notify the Lenders thereof), and/or (ii) replace all of the Commitments or the Defaulted Commitments of any Lender that is a Defaulting Lender with Commitments of a Successor Lenderanother financial institution reasonably acceptable to the Administrative Agent, providedthe Swing Line Bank and each Issuing Bank, that, provided that (x) each such assignment shall be either an assignment of all of the rights and obligations of the Defaulting Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the Defaulting Lender under this Agreement with respect to all of the Commitments or the Defaulted Commitments, as the case may be, and (y) concurrently with such assignment, either the Borrower or one or more Successor Lenders assignees shall pay for the account of such Defaulting Lender an aggregate amount at least equal to the aggregate outstanding principal amount of the Committed Loans Advances owing to such Defaulting Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Defaulting Lender under this Agreement. In either such event, the provisions of Section 4.3 2.15(e) shall apply to all amounts thereafter paid by the Borrower or such Successor Lender assignees for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, commitment fees facility fees, Letter of Credit commissions or other amounts), provided, that, provided that (i) no Default and no Prepayment Event shall have occurred and be continuing and (ii) such termination or assignment shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, each Issuing Bank, the Swing Line Bank or any Lender may have against such Defaulting Lender.

Termination of Defaulting Lender. The Borrower shall be entitled at any time to (i) terminate the unused Unused Commitment of any Lender that is a Defaulting Lender (determined after giving effect to any reallocation of such Defaulting Lender’s L/C Exposure and Swing Line Exposure, as provided in Section 2.15) (the “Defaulted Commitments”) upon prior notice of not less than one Business Day to the Administrative Agent (which shall promptly notify the Lenders thereof), and/or (ii) replace all of the Commitments or the Defaulted Commitments of any Lender that is a Defaulting Lender with Commitments of a Successor Lenderanother financial institution reasonably acceptable to the Agents, provided, that, provided that (x) each such assignment shall be either an assignment of all of the rights and obligations of the Defaulting Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the Defaulting Lender under this Agreement with respect to all of the Commitments or the Defaulted Commitments, as the case may be, and (y) concurrently with such assignment, either the Borrower or one or more Successor Lenders assignees shall pay for the account of such Defaulting Lender an aggregate amount at least equal to the aggregate outstanding principal amount of the Committed Loans Advances owing to such Defaulting Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Defaulting Lender under this Agreement. In either such event, the provisions of Section 4.3 2.15(e) shall apply to all amounts thereafter paid by the Borrower or such Successor Lender assignees for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, commitment fees facility fees, Letter of Credit commissions or other amounts), provided, that, provided that (i) no Default and no Prepayment Event shall have occurred and be continuing and (ii) such termination or assignment shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, each Issuing Bank, the Swing Line Bank or any Lender may have against such Defaulting Lender.

Termination of Defaulting Lender. The Borrower shall be entitled at any time to (i) Co‐Borrowers may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender (the “Defaulted Commitments”) upon prior notice of not less than one five (5) Business Day Days’ prior written notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and/or (ii) replace all of the Commitments or the Defaulted Commitments of any Lender that is a Defaulting Lender with Commitments of a Successor Lender, provided, that, (x) each and in such assignment shall be either an assignment of all of the rights and obligations of the Defaulting Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the Defaulting Lender under this Agreement with respect to all of the Commitments or the Defaulted Commitments, as the case may be, and (y) concurrently with such assignment, either the Borrower or one or more Successor Lenders shall pay for the account of such Defaulting Lender an aggregate amount at least equal to the aggregate outstanding principal amount of the Committed Loans owing to such Defaulting Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Defaulting Lender under this Agreement. In either such event, event the provisions of Section 4.3 shall 2.16(a)(ii) will apply to all amounts thereafter paid by the Borrower or such Successor Lender Co‐ Borrowers for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, commitment fees fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, provided, that, and (ii) such termination or assignment shall not be deemed to be a waiver or release of any claim that the BorrowerCo‐Borrowers, the Agent, Administrative Agent or any Lender may have against such Defaulting Lender.. (c) If any Lender becomes a Defaulting Lender, the Co‐Borrowers shall have the option to terminate this Agreement and the Commitments hereunder by written notice to the Administrative Agent and prepay the Advances, any accrued interest thereon and all costs, accrued and unpaid Non‐ Usage Fees and all other fees and amounts payable by the Co‐Borrowers under the Transaction Documents (which, for the avoidance of doubt, shall not include any penalty, premium, make‐whole or similar payment due to the termination of the Agreement and Commitments) no later than the fifth (5th) Business Day next following the giving of such notice. SECTION 2.17

Termination of Defaulting Lender. The Borrower shall be entitled at any time prior to the Funding Date to (i) terminate the unused Commitment of any Lender that is a Defaulting Lender (the “Defaulted Commitments”) upon prior notice of not less than one Business Day to the Administrative Agent (which shall promptly notify the Lenders thereof), and/or (ii) replace all of the Commitments or the Defaulted Commitments of any Lender that is a Defaulting Lender with Commitments of a Successor Lenderanother financial institution reasonably acceptable to the Administrative Agent, provided, that, provided that (x) each such assignment shall be either an assignment of all of the rights and obligations of the Defaulting Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the Defaulting Lender under this Agreement with respect to all of the Commitments or the Defaulted Commitments, as the case may be, and (y) concurrently with such assignment, either the Borrower or one or more Successor Lenders assignees shall pay for the account of such Defaulting Lender an aggregate amount at least equal to the aggregate outstanding principal amount of the Committed Loans owing to such Defaulting Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Defaulting Lender under this Agreement. In either such event, the provisions of Section 4.3 2.15(b) shall apply to all amounts thereafter paid by the Borrower or such Successor Lender assignees for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, commitment ticking fees or other amounts), provided, that, provided that (i) no Default and no Prepayment Event shall have occurred and be continuing and (ii) such termination or assignment shall not be deemed to be a waiver or release of any claim the Borrower, the Agent, Administrative Agent or any Lender may have against such Defaulting Lender.

Termination of Defaulting Lender. The Borrower shall be entitled at any time to (i) terminate the unused Unused Commitment of any Lender that is a Defaulting Lender (determined after giving effect to any reallocation of participations in Letters of Credit as provided in Section 2.16) (the “Defaulted Commitments”) upon prior notice of not less than one Business Day to the Administrative Agent (which shall promptly notify the Lenders thereof), and/or (ii) replace all of the Commitments or the Defaulted Commitments of any Lender that is a Defaulting Lender with Commitments of a Successor Lenderanother financial institution reasonably acceptable to the Agents, provided, that, provided that (x) each such assignment shall be either an assignment of all of the rights and obligations of the Defaulting Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the Defaulting Lender under this Agreement with respect to all of the Commitments or the Defaulted Commitments, as the case may be, and (y) concurrently with such assignment, either the Borrower or one or more Successor Lenders Assignee Lender Parties shall pay for the account of such Defaulting Lender an aggregate amount at least equal to the aggregate outstanding principal amount of the Committed Loans Advances owing to such Defaulting Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Defaulting Lender under this Agreement. In either such event, the provisions of Section 4.3 2.16(e) shall apply to all amounts thereafter paid by the Borrower or such Successor Assignee Lender Parties for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, commitment fees facility fees, Letter of Credit commissions or other amounts), provided, that, provided that (i) no Default and no Prepayment Event shall have occurred and be continuing and (ii) such termination or assignment shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, each Issuing Bank, the Swing Line Bank or any Lender may have against such Defaulting Lender.