Common use of Replacement of Certain Lenders Clause in Contracts

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, or (b) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Lenders or Majority Lenders, as applicable, consented, then, in addition to any other rights and remedies that any Person may have, Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Agent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, or (b) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Lenders consented, (b) makes a claim for payments under Section 3.7 or Majority Lenders5.10, as applicable, consentedor (c) is a Defaulting Lender, then, in addition to any other rights and remedies that any Person may have, Agent or Borrowers (at their sole expense and effort, upon notice to such Lender and the Agent and so long as no Event of Default has occurred and is continuing) may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Agent), pursuant to appropriate Assignment and Acceptance(s) and ), within 20 days after Agent’s noticethe notice provided that at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute sameit. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees Documents through the date of assignment (but excluding any prepayment charge)assignment.

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, or (b) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Lenders consented, or Majority Lenders, as applicable, consented(b) is a Defaulting Lender, then, in addition to any other rights and remedies that any Person may have, Agent mayBorrower may (at Borrower’s sole cost and expense, including the payment of any applicable processing fee), by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to an Eligible Assignee(s) specified by Agent), pursuant to appropriate Assignment and Acceptance(s) and ), within 20 days after Agent’s the notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute sameit. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest interest, fees and fees other amounts owing to such Lender hereunder through the date of assignment (but excluding any prepayment charge)assignment.

Replacement of Certain Lenders. If a Lender (a) fails to fund its Pro Rata share of any Loan or LC Obligation hereunder, and such failure is a Defaulting Lendernot cured within two Business Days, (b) defaults in performing any of its obligations under the Loan Documents, or (bc) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Lenders or Majority Lenders, as applicable, consented, then, in addition to any other rights and remedies that any Person may have, Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Agent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, or (b) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Lenders consented, (b) makes a claim for payments under Section 3.7 or Majority Lenders5.10, as applicableor (c) is (i) a Defaulting Lender, consentedor (ii) a Lender that is not a Defaulting Lender but has delivered a notice to the Agent or Borrower Agent of the type described in clause (a) of the definition of Defaulting Lender, then, in addition to any other rights and remedies that any Person may have, Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Agent), pursuant to appropriate Assignment and Acceptance(s) and ), within 20 days after Agent’s noticethe notice provided that at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute sameit. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees Documents through the date of assignment (but excluding any prepayment charge)assignment.

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, or (b) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Lenders or Super Majority Lenders, as applicable, was required and Required Lenders consented, (c) cannot make a LIBOR Revolver Loan in accordance with Section 3.5 or (d) requests reimbursement for increased costs pursuant to Section 3.6, for increased costs pursuant to Section 3.7, or Taxes pursuant to Section 5.9 then, in addition to any other rights and remedies that any Person may have, Agent may, and at the request of Borrower Representative, shall, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Agent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).

Replacement of Certain Lenders. If a Lender (a) the Loan Party Agent is entitled to replace a Lender pursuant to Section 2.5.4, (b) the Lender is a Defaulting Lender, Lender or (bc) the Lender fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Lenders or Majority Lenders, as applicable, consented, then, in addition to any other rights and remedies that any Person may have, (i) the Loan Party Agent may, at its sole expense and effort (including, for the avoidance of doubt, the payment of the assignment fee (if any) under Section 13.3), upon notice to such Lender and the Agent within one hundred eighty (180) days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s), pursuant to appropriate Assignment and Acceptance(s) and within twenty (20) days after the Agent’s notice and (ii) the Agent may, by notice to such Lender within 120 one hundred eighty (180) days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by the Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 twenty (20) days after the Agent’s notice. The Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender such Xxxxxx fails to execute same. Such Lender shall be entitled to receivereceive from such Eligible Assignee, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).,

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, or (b) fails within the last 120 days failed to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Lenders or Majority Lenders, as applicable, consented, then(b) is a Defaulting Lender, in addition or (c) within the last 120 days gave a notice under Section 3.5 or requested payment or compensation under Section 3.7 or 5.9 (and has not designated a different Lending Office pursuant to any other rights and remedies that any Person may haveSection 3.8), then Agent or Borrower Agent may, by upon 10 days notice to such Lender within 120 days after such eventLender, require such Lender it to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Agent), pursuant to appropriate Assignment and Acceptance(s) and Assignment(s), within 20 days after Agent’s the notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute sameit and such assignment shall be deemed effective upon delivery of such notice to the subject Lender and execution of appropriate Assignment and Acceptance(s) by the Eligible Assignee(s) and any other required parties thereto other than the replaced Lender, regardless of whether the replaced Lender executes appropriate Assignment and Acceptance(s). Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees Documents through the date of assignment (but excluding any prepayment charge)assignment.

Replacement of Certain Lenders. If (a) a Lender (a) is a Defaulting Lender, or (bi) fails to give its consent to any amendment, waiver or action for which consent of either all Lenders or all affected Lenders was required within 10 days of the Agent’s request therefore and and, in each case, Required Lenders consented (any such Lender, a “Non-Consenting Lender”), (ii) is a Defaulting Lender, or Majority Lenders, as applicable, consented(iii) gives a notice under Section 3.5 or requests compensation under Section 3.7 or (b) if any Borrower is required to pay additional amounts or indemnity payments with respect to a Lender under Section 5.8, then, in addition to any other rights and remedies that any Person may have, the Agent or a Loan Party Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to one or more Eligible Assignee(s) specified by AgentAssignees, pursuant to appropriate Assignment and Acceptance(sAcceptances, within twenty (20) and within 20 days after Agent’s the notice. The Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute sameit. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan DocumentsDocuments at par, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, or (b) fails within the last 120 days failed to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Lenders or Majority Lenders, as applicable, consented, then(b) is a Defaulting Lender, in addition or (c) within the last 120 days gave a notice under Section 3.5 or requested payment or compensation under Section 3.7 or 5.9 (and has not designated a different Lending Office pursuant to any other rights and remedies that any Person may haveSection 3.8), then Administrative Agent or Borrower may, by upon 10 days’ notice to such Lender within 120 days after Lender, (or such eventshorter period of time as consented to by Administrative Agent), require such Lender it to assign all of its rights and obligations under the Loan Documents to an Eligible Assignee(s) specified by Agent), pursuant to appropriate Assignment and Acceptance(s) and Assignment(s), within 20 days after such notice (or such longer period as consented to by the Administrative Agent’s notice); provided, that in the case of any assignment pursuant to clause (c) above, such assignment will result in a reduction in such compensation or payments thereafter. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute sameit. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees Documents through the date of assignment (but excluding any prepayment charge)assignment.

Replacement of Certain Lenders. If (a) a Lender (a) is a Defaulting Lender, or (bi) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Lenders consented, (ii) is a Defaulting Lender, or Majority Lenders(iii) requests compensation under Section 3.7, as applicable, consentedor (b) any Borrower is required to pay additional amounts or indemnity payments with respect to a Lender under Section 5.9, then, in addition to any other rights and remedies that any Person may have, Administrative Agent or Borrower may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Agent), pursuant to appropriate Assignment and Acceptance(s) and ), within 20 days after Agent’s the notice, provided, that (i) in the case of any such assignment resulting from a claim for compensation under Section 3.7 or payments required to be made pursuant to Section 5.9, such assignment will result in a reduction in such compensation or payments thereafter and (ii) a Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute sameit. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees Documents through the date of assignment (but excluding any prepayment charge)assignment.

Replacement of Certain Lenders. If a Lender (a) fails to fund its Pro Rata share of any Loan or LC Obligation hereunder, and such failure is a Defaulting Lendernot cured within two Business Days, (b) defaults in performing any of its obligations under the Loan Documents, or (bc) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Lenders or Majority Lenders, as applicable, consented, then, in addition to any other rights and remedies that any Person may have, Agent maymay (and shall use commercially reasonable efforts to, upon reasonable request of the Borrowers), by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Agent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, or (b) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Lenders consented, (b) makes a claim for payments under Section 3.7 or Majority Lenders5.10, as applicableor (c) is (i) a Defaulting Lender, consentedor (ii) a Lender that is not a Defaulting Lender but has delivered a notice to the Agent or Borrower Agent of the type described in clause (a) of the definition of “Defaulting Lender”, then, in addition to any other rights and remedies that any Person may have, Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Agent), pursuant to appropriate Assignment and Acceptance(s) and ), within 20 days after Agent’s noticethe notice provided that at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute sameit. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees Documents through the date of assignment (but excluding any prepayment charge)assignment.

Replacement of Certain Lenders. If (a) a Lender (a) is a Defaulting Lender, or (bi) fails to give its consent to any amendment, waiver or action for which consent of either all Lenders or all affected Lenders was required within 10 days of the Agent’s request therefore and and, in each case, Required Lenders consented (any such Lender, a “Non-Consenting Lender”), (ii) is a Defaulting Lender, or Majority Lenders(iii) gives a notice under Section 3.5 or requests compensation under Section 3.7 or 3.8, as applicable, consentedor (b) if any Borrower is required to pay additional amounts or indemnity payments with respect to a Lender under Section 5.8, then, in addition to any other rights and remedies that any Person may have, the Agent or a Loan Party Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to one or more Eligible Assignee(s) specified by AgentAssignees, pursuant to appropriate Assignment and Acceptance(sAcceptances, within twenty (20) and within 20 days after Agent’s the notice. The Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute sameit. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan DocumentsDocuments at par, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, (b) proposes to charge fees, expenses or increased costs under Section 3.7 or (bc) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Lenders or Majority Lenders, as applicable, consented, then, in addition to any other rights and remedies that any Person may have, Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Agent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge)) and any amounts due to such Lender under Section 3.7.

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, or (b) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Lenders consented, (b) makes a claim for payments under Section 3.7 or Majority Lenders5.10, as applicable, consentedor (c) is a Defaulting Lender, then, in addition to any other rights and remedies that any Person may have, Agent or Borrowers (at their sole expense and effort, upon notice to such Lender and Agent and so long as no Event of Default has occurred and is continuing) may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Agent), pursuant to appropriate Assignment and Acceptance(s) and ), within 20 days after Agent’s noticethe notice provided that at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute sameit. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees Documents through the date of assignment (but excluding any prepayment charge)assignment.

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, or (b) fails within the last 120 days failed to give its consent to any amendment, waiver or action for which consent of all Lenders (or all Applicable Lenders) was required within 10 days of the Agent’s request therefore and Required Lenders (or Majority Lenders, as applicable, Required Borrower Group Lenders holding the applicable Borrower Group Commitments) consented, then(b) is a Defaulting Lender, in addition or (c) within the last 120 days gave a notice under Section 3.5 or requested payment or compensation under Section 3.7 or 5.9 (and has not designated a different Lending Office pursuant to any other rights and remedies that any Person may haveSection 3.8), then Agent or Borrower Agent may, by upon 10 days' notice to such Lender within 120 days after such eventLender, require such Lender it to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Agent), pursuant to appropriate Assignment and Acceptance(s) and Assignment(s), within 20 days after Agent’s such notice; provided, that in the case of any assignment pursuant to clause (c) above, such assignment will result in a reduction in such compensation or payments thereafter. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute sameit. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees Documents through the date of assignment (but excluding any prepayment charge)assignment.

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, or (b) fails within the last 120 days failed to give its consent to any amendment, waiver or action for which consent of all Lenders (or all Applicable Lenders) was required within 10 days of the Agent’s request therefore and Required Lenders (or Majority Lenders, as applicable, Required Borrower Group Lenders holding the applicable Borrower Group Commitments) consented, then(b) is a Defaulting Lender, in addition or (c) within the last 120 days gave a notice under Section 3.5 or requested payment or compensation under Section 3.7 or 5.9 (and has not designated a different Lending Office pursuant to any other rights and remedies that any Person may haveSection 3.8), then Agent or Borrower Agent may, by upon 10 days’ notice to such Lender within 120 days after such eventLender, require such Lender it to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Agent), pursuant to appropriate Assignment and Acceptance(s) and Assignment(s), within 20 days after Agent’s such notice; provided, that in the case of any assignment pursuant to clause (c) above, such assignment will result in a reduction in such compensation or payments thereafter. Agent is irrevocably appointed as US-DOCS\123034949.14 attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute sameit. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees Documents through the date of assignment (but excluding any prepayment charge)assignment.

Replacement of Certain Lenders. If (a) a Lender (ai) is a Defaulting Lender, or (bii) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Lenders consented, or Majority Lenders(iii) delivers a certificate requesting compensation pursuant to Section 3.6 or 3.7 or a notice described in Section 3.5, as applicable, consentedor (b) any Borrower is required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.10, then, in addition to any other rights and remedies that any Person may have, Administrative Agent may, by notice to such Lender within 120 one hundred and twenty (120) days after of such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Administrative Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 twenty (20) days after Administrative Agent’s notice. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment chargecharge or any assignment fee).

Replacement of Certain Lenders. If a Lender (other than the Agent) (a) is a Defaulting Lender, or (b) gives notice under Section 3.5 or requests payment or compensation under Section 3.7 or 5.9 (and has not designated a different Lending Office pursuant to and that satisfies the requirements of Section 3.8), or (c) within the last 120 days, fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Lenders or Majority Lenders, as applicable, consented, then, in addition to any other rights and remedies that any Person may have, Borrower or Agent may, by and upon request of the Required Lenders, Agent shall upon written notice to such Lender within 120 days after such eventLender, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by or one or more other assignees reasonably acceptable to Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Borrower or Agent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).