Example ContractsClausesadministrative agent reliance on lender fundingVariants
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Defaulting Lender” means, subject to [Section 2.17(b)], any Lender that # has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swingline Loans within three Business Days of the date required to be funded by it hereunder, unless such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, # has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations (unless such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied) or has made a public statement to that effect with respect to its funding obligations hereunder or, solely with respect to a Revolving Credit Lender, under other agreements generally in which it commits to extend credit, # has failed, within three Business Days after reasonable request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations (provided that such Lender shall cease to be a Defaulting Lender pursuant to this [clause (c)] upon receipt of such confirmation by the Administrative Agent) or # has, or has a direct or indirect parent company that has, # become the subject of a proceeding under any Debtor Relief Law, # had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, # taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment or # become the subject of a Bail-In Action; provided that no Lender shall be a Defaulting 83894470_5

Defaulting Lendermeans, subject to [Section 2.17(b)],means any Lender that # has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swingline Loansfailed, within threetwo (2) Business Days of the date required to be funded or paid, to # fund any portion of its Loans, # fund any portion of its participations in Letters of Credit or Swingline Loans or # pay over to any Credit Party any other amount required to be paid by it hereunder, unlessunless, in the case of [clause (i) above], such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default,Default, if any) has not been satisfied, # has notified the Borrower or any Credit Party in writing, or has made a public statement to the Administrative Agenteffect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such Lender notifies the Administrative Agent in writing or public statement indicates that such failureposition is the result ofbased on such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default,Default, if any) has not beento funding a Loan under this Agreement cannot be satisfied) or has made a public statement to that effect with respect to its funding obligations hereunder or, solely with respect to a Revolving Credit Lender,generally under other agreements generally in which it commits to extend credit, # has failed, within three (3) Business Days after reasonable request by the Administrative Agent,a Credit Party, acting in good faith, to confirmprovide a certification in a manner satisfactory to the Administrative Agentwriting from an authorized officer of such Lender that it will comply with its funding obligations (provided(and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement; provided, that such Lender shall cease to be a Defaulting Lender pursuant to this [clause (c)] upon such Credit Party’s receipt of such confirmation bycertification in form and substance satisfactory to it and the Administrative Agent)Agent, # has become the subject of a Bankruptcy Event, or # has, or has abecome (or whose direct or indirect parent company that has, # become thehas become) subject of a proceeding under any Debtor Relief Law, # had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, # taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment or # become the subject ofto a Bail-In Action; provided that no Lender shall be a Defaulting 83894470_5Action.

Defaulting Lendermeans, subject to [Section 2.17(b)],means any Lender that # has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swingline Loansfailed, within three Business Days of the date required to be funded or paid, to # fund any portion of its Loans, # fund any portion of its participations in Letters of Credit or Swingline Loans or # pay over to any Credit Party any other amount required to be paid by it hereunder, unlessunless, in the case of [clause (i) above], such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, # has notified or any Credit Party in writing, or has made a public statement to the Borrower or the Administrative Agenteffect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such Lender notifies the Administrative Agent in writing or public statement indicates that such failureposition is the result ofbased on such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not beento funding a loan under this Agreement cannot be satisfied) or has made a public statement to that effect with respect to its funding obligations hereunder or, solely with respect to a Revolving Credit Lender,generally under other agreements generally in which it commits to extend credit, # has failed, within three Business Days after reasonablewritten request by the Administrative Agent, acting in good faith, to confirmprovide a certification in a manner satisfactory to the Administrative Agentwriting from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement (unless, in the case of any such request with respect to the funding obligations (providedof prospective Loans, such certification indicates that such Lender has made a good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied), provided that such Lender shall cease to be a Defaulting Lender pursuant to this [clause (c)] upon the Administrative Agent’s receipt of such confirmation by the Administrative Agent)certification in form and substance satisfactory to it, or # has, or has a direct or indirect parent company that has, # become the subject of # a proceeding under any Debtor Relief Law, # had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, # taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointmentBankruptcy Event or # become the subject of a Bail-In Action; provided that no Lender shall be a Defaulting 83894470_5Action.

Defaulting Lender” means, subject to [Section 2.17(b)], any Lender that # has failed to perform# fund all or any of its funding obligations hereunder, including in respectportion of its Loans or participations in respect of Letters of Credit or Swingline Loans within threetwo (2) Business Days of the date such Loans were required to be funded by it hereunder,hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination that a conditionone or more conditions precedent to funding (specifically(each of which conditions precedent, together with any applicable default, shall be specifically identified and including the particular default, if any)in such writing) has not been satisfied, or # pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, # has notified the Borrower orBorrower, the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such Lender notifies the Administrative Agent in writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such failureposition is the result ofbased on such Lender’s good faith determination that a condition precedent to funding (specifically(which condition precedent, together with any applicable default, shall be specifically identified and including the particular default, if any) has not beenin such writing or public statement) cannot be satisfied) or has made a public statement to that effect with respect to its funding obligations hereunder or, solely with respect to a Revolving Credit Lender, under other agreements generally in which it commits to extend credit,, # has failed, within three (3) Business Days after reasonablewritten request by the Administrative Agent,Agent or the Borrower, to confirm in a manner satisfactorywriting to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this [clause (c)] upon receipt of such written confirmation by the Administrative Agent)Agent and the Borrower), or # has, or has a direct or indirect parent company that has, # become the subject of a proceeding under any Debtor Relief Law, # had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a custodian appointed for it, # taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointmentcapacity, or # become the subject of a Bail-In Action; provided that noa Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Capital Stock in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of [clauses [(a) through (d) above]], and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting 83894470_5Lender (subject to [Section 2.17(b)]) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower and each other Lender promptly following such determination.

Defaulting Lender” means, subject to [Section 2.17(15(b)], any Lender thatthat, as determined by the Administrative Agent, # has failed to # perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swingline LoansSwing Line Loans, within threetwo Business Days of the date required to be funded by it hereunder, unlesshereunder (unless such Lender notifiesobligation is the subject of a good faith dispute) or # pay to the Administrative AgentAgent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in writing that such failure isrespect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied,date when due, # has notified the Borrower orBorrower, the Administrative Agent or any Lender that it does not intend to comply with its funding obligations (unless such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied) or has made a public statement to that effect with respect to its funding obligations hereunder or, solely with respect to a Revolving Credit Lender,or under other agreements generally in which it commits to extend credit, # has failed, within three Business Days after reasonable request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations (provided that such Lender shall cease to be a Defaulting Lender pursuant to this [clause (c)] upon receipt of such written confirmation by the Administrative Agent)Agent and the Borrower), or # has, or has a direct or indirect parent company that has, # become the subject of a proceeding under any Debtor Relief Law, # had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, # taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointmentappointment, or # become the subject of a Bail-In Action; provided that noa Lender shall not be a Defaulting 83894470_5Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

Defaulting Lender” means, subject to [Section 2.17(24(b)], any Lender that # has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swingline LoansSwing Line Loans, within threeone Business DaysDay of the date required to be funded by it hereunder, unless such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, # has notified the BorrowerParent Borrower, or the Administrative Agent that it does not intend to comply with its funding obligations (unless such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied) or has made a public statement to that effect with respect to its funding obligations hereunder or, solely with respect to a Revolving Credit Lender,or under other agreements generally in which it commits to extend credit, # has failed, within three Business Days after reasonablea request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations (provided that such Lender shall cease to be a Defaulting Lender pursuant to this [clause (c)] upon receipt of such confirmation by the Administrative Agent) or # has, or has a direct or indirect parent company that has, # become the subject of a proceeding under any Debtor Relief Law, # had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or # taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment or # become the subject of a Bail-In Action;appointment; provided that noa Lender shall not be a Defaulting 83894470_5Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

Defaulting Lender” means, subject to [Section 2.17(20(b)], any Lender that # has failed to perform# fund all or any of its funding obligations hereunder, including in respectportion of its Loans or participations in respect of Letters of Credit or Swingline Loans within threetwo Business Days of the date such Loans were required to be funded by it hereunder,hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination that a conditionone or more conditions precedent to funding (specifically(each of which conditions precedent, together with any applicable default, shall be specifically identified and including the particular default, if any)in such writing) has not been satisfied, or # pay to the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, # has notified the BorrowerBorrower, the Administrative Agent, any Issuing Bank or the Administrative AgentSwingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such Lender notifies the Administrative Agent in writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such failureposition is the result ofbased on such Lender’s good faith determination that a condition precedent to funding (specifically(which condition precedent, together with any applicable default, shall be specifically identified and including the particular default, if any) has not beenin such writing or public statement) cannot be satisfied) or has made a public statement to that effect with respect to its funding obligations hereunder or, solely with respect to a Revolving Credit Lender, under other agreements generally in which it commits to extend credit,, # has failed, within three Business Days after reasonablewritten request by the Administrative Agent,Agent or the Borrower, to confirm in a manner satisfactorywriting to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this [clause (c)] upon receipt of such written confirmation by the Administrative Agent)Agent and the Borrower), or # has, or has a direct or indirect parent company that has, # become the subject of a proceeding underto any Debtor Relief Law,Bankruptcy Event, # had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a custodian appointed for it, # takencapacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any actionequity interest in furtherance of,that Lender or indicatedany direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its consent to, approval ofassets or acquiescence inpermit such lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such proceeding or appointmentLender or # become the subject of a Bail-In Action; providedAction. Any determination by the Administrative Agent that noa Lender is a Defaulting Lender under any one or more of [clauses [(a) through (d) above]] shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting 83894470_5Lender (subject to [Section 2.20(b)]) upon delivery of written notice of such determination to the Borrower, each Issuing Bank, the Swingline Lender and each Lender.

Defaulting Lender” means, subject to [Section 2.17(b)]21], any Lender that # has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swingline Loansfailed, within threetwo Business Days of the date required to be funded or paid, to # fund any portion of its Loans, # fund any portion of its participations in Letters of Credit or Swingline Loans or # pay over to any Credit Party any other amount required to be paid by it hereunder, unlessunless, in the case of [clause (i) above], such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, # has notified the BorrowerCompany or any Credit Party in writing, or has made a public statement to the Administrative Agenteffect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such Lender notifies the Administrative Agent in writing or public statement indicates that such failureposition is the result ofbased on such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not beento funding a loan under this Agreement cannot be satisfied) or has made a public statement to that effect with respect to its funding obligations hereunder or, solely with respect to a Revolving Credit Lender,generally under other agreements generally in which it commits to extend credit, # has failed, within three Business Days after reasonable request by the Administrative Agent,a Credit Party, acting in good faith, to confirmprovide a certification in a manner satisfactory to the Administrative Agentwriting from an authorized officer of such Lender that it will comply with its funding obligations (provided(and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this [clause (c)] upon such Credit Party’s receipt of such confirmation bycertification in form and substance satisfactory to it and the Administrative Agent)Agent, # has become the subject of a Bankruptcy Event or # has, or has a direct or indirect parent company that has, # become the subject of a proceeding under any Debtor Relief Law, # had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, # taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment or # become the subject of a Bail-In Action; provided that no Lender shall be a Defaulting 83894470_5Action.

Defaulting Lendermeans, subject to [Section 2.17(b)],means any LenderLender, as determined by the Administrative Agent, that has # has failed to performfund any of its funding obligations hereunder, including in respectportion of its Loans or participations in respect of Letters of Credit or Swingline Loans within threetwo (2) Business Days of the date required to be funded by it hereunder, unlessunless, in the case of any Loan, such Lender notifies the Administrative Agent and the Borrower in writing that such Lender’s failure is the result ofbased on such Lender’s good faithreasonable determination that a conditionthe conditions precedent to funding (specifically identified and including the particular default, if any) hassuch Loan under this Agreement have not been satisfied,met, such conditions have not otherwise been waived in accordance with the terms of this Agreement and such Lender has advised the Administrative Agent and the Borrower in writing (with reasonable detail of those conditions that have not been satisfied) prior to the time at which such funding was to have been made, # has notified the Borrower orBorrower, the Administrative AgentAgent, any Issuing Bank, Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit (unless such Lender notifies the Administrative Agent in writing that such failure is the result ofor public statement relates to such Lender’s good faithobligation to fund a Loan hereunder and states that such position is based on such Lender’s commercially reasonable determination that a condition precedent to funding (specifically identified and includingor extension of credit (which condition precedent, together with the particularapplicable default, if any) has not beenany, shall be specifically identified in such writing or public statement) cannot be satisfied) or has made a public statement to that effect with respect to its funding obligations hereunder or, solely with respect to a Revolving Credit Lender, under other agreements generally in which it commits to extend credit,, # has failed, within threetwo (2) Business Days after reasonable request by the Administrative Agent,Agent or the Borrower, to confirm in a manner satisfactorywriting to the Administrative Agent and the Borrower that it will comply with the terms of this Agreement relating to its funding obligations to fund prospective Loans and participations in then outstanding Letters of Credit (provided that such Lender shall cease to be a Defaulting Lender pursuant to this [clause (c)] upon receipt of such written confirmation by the Administrative Agent)Agent and the Borrower), # otherwise failed to pay over to the Administrative Agent or # has,any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, unless the subject of a good faith dispute, (e) (i) become or is insolvent or has a direct or indirect parent company that has,has become or is insolvent or # become the subject of a proceeding under any Debtor Relief Law, #bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodiancustodian, appointed for it, #or has taken any action in furtherance of, or indicatedindicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, or # become the subject of a Bail-In Action or has a parent company that has become the subject of a Bail-In Action; provided that noa Lender shall not be a Defaulting 83894470_5Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

Defaulting Lender” means, subject to [Section 2.17(14(b)], any Lender that # has failed to perform# fund all or any of its funding obligations hereunder, including in respectportion of its Loans or participations in respect of Letters of Credit or Swingline Loans within threetwo (2) Business Days of the date such Loans were required to be funded by it hereunder,hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination that a conditionone or more conditions precedent to funding (specifically(each of which conditions precedent, together with any applicable default, shall be specifically identified and including the particular default, if any)in such writing) has not been satisfied, or # pay to the Administrative Agent, any L/C Issuer, any Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Business Days of the date when due, # has notified the Borrower orBorrower, the Administrative AgentAgent, any L/C Issuer or any Swing Line Lender in writing that it does not intend to comply with its funding obligations (unless such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied)hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with respect to its funding obligations hereunder or, solely with respect to a Revolving Credit Lender, under other agreements generallyany applicable default, shall be specifically identified in which it commits to extend credit,such writing or public statement) cannot be satisfied), # has failed, within three (3) Business Days after reasonablewritten request by the Administrative Agent,Agent or the Borrower, to confirm in a manner satisfactorywriting to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this [clause (c)] upon receipt of such written confirmation by the Administrative Agent)Agent and the Borrower), or # has, or has a direct or indirect parent company that has, at any time after the Closing Date # become the subject of a proceeding under any Debtor Relief Law, # had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a custodian appointed for it, # taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointmentcapacity or # become the subject of a Bail-Inin Action; provided that noa Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under [clauses [(a) through (d) above]] shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting 83894470_5Lender (subject to [Section 2.14(b)]) upon delivery of written notice of such determination to the Borrower, the L/C Issuer, Swing Line Lender and each Lender.

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