becomes a Disqualified Institution after the applicable Trade Date, the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, # terminate any Revolving Credit Commitment of such Disqualified Institution and repay all obligations of the Borrower owing to such Disqualified Institution in connection with such Revolving Credit Commitment, # in the case of outstanding Term Loans held by Disqualified Institutions, prepay such Term Loan by paying the lesser of # the principal amount thereof and # the amount that such Disqualified Institution paid to acquire such Term Loans, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and/or # require such Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this [Section 10.07]), all of its interest, rights and obligations under this Agreement to one or more Persons meeting the requirements of this [Section 10.07] at the lesser of # the principal amount thereof and # the amount that such Disqualified Institution paid to acquire such interests, rights and obligations of such Term Loans, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder.

If any assignment is made to any Disqualified Lender without the Borrower’s prior consent in violation of [clause (g) above], or if any Person becomes a Disqualified Lender after the applicable Trade Date, the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Lender and the Administrative Agent, # terminate any Revolving Commitment of such Disqualified Lender and repay all obligations of the Borrower owing to such Disqualified Lender in connection with such Revolving Commitment, # in the case of outstanding Term Loans held by Disqualified [[Organization A:Organization]], prepay such Term Loan by paying the lesser of # the principal amount thereof and # the amount that such Disqualified Lender paid to acquire such Term Loans, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and under the other Loan Documents and/or # require such Disqualified Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in this [Section 9.04]), all of its interest, rights and obligations under this Agreement and related Loan Documents to an Eligible Assignee that shall assume such obligations at the lesser of # the principal amount thereof and # the amount that such Disqualified Lender paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and other the other Loan Documents; provided that # the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in [Section 9.02(b)(ii)(C), (ii)])] such assignment does not conflict with applicable laws and # in the case of clause (B), the Borrower shall not use the proceeds from any Loans to prepay Term Loans held by Disqualified [[Organization A:Organization]].

If any assignment or participation is made to any Disqualified Institution without the Borrower’s prior written consent in violation of [clause (i) above], the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, terminate any Revolving Credit Commitment of such Disqualified Institution and repay all obligations of the Borrower owing to such Disqualified Institution in connection with such Revolving Credit Commitment or in accordance with and subject to the provisions of [Section 2.13], require such Disqualified Institution to assign and delegate all of its interests, rights (other than its existing rights to payments pursuant to [Section 4.01] or [Section 4.04]) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee as if such Disqualified Institution were required to do so pursuant to [Section 2.13].

If any assignment or participation is made to any Disqualified Institution without the Borrower Representative’s prior written consent in violation of [clause (a) above], or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrower Representative may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, # terminate any Commitment of such Disqualified Institution and repay all obligations of the Borrowers owing to such Disqualified Institution in connection with such Commitment and/or # require such Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 10.04), all of its interest, rights and obligations under this Agreement to one or more Assignees at the lesser of # the principal amount thereof and # the amount that such Disqualified Institution paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder.