Common use of Optional Termination of Commitments (Non-Pro-Rata) Clause in Contracts

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.14, 2.15, 2.16 or 2.17, (ii) the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 2.15 or (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iii) being a “Retiring Lender”), the Borrower shall have the right, if no Default then exists, to replace such Lender with one or more Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable to the Administrative Agent. The replacement of a Retiring Lender pursuant to this Section 2.08(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement Lender shall have satisfied the conditions to assignment and assumption set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower) and, in connection therewith, the Replacement Lender(s) shall pay: (A) to the Retiring Lender an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (z) all accrued but unpaid fees owing to the Retiring Lender pursuant to Section 2.07; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring Lender an amount equal to all obligations owing to the Retiring Lender by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lender, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall continue to inure to the benefit of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to Section 2.08(e), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.12, 2.16, 2.17 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall inure to the benefit of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.13, 2.14, 2.15, 2.16 2.15 or 2.172.16, (ii) the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 2.15 2.14 or (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iii) being a “Retiring Lender”), the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender with one or more Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable to the Administrative Agent. The replacement of a Retiring Lender pursuant to this Section 2.08(b2.07(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement Lender shall have satisfied the conditions to assignment and assumption set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower) and, in connection therewith, the Replacement Lender(s) shall pay: (A) to the Retiring Lender an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (z) all accrued but unpaid fees owing to the Retiring Lender pursuant to Section 2.07; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring Lender an amount equal to all obligations owing to the Retiring Lender by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lenderhereunder, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Sections 2.11, 2.15, 2.16 and 9.03) shall continue to inure to govern the benefit rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to Section 2.08(e), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments a majority of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Revolving Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to Letter of Credit Liabilities held by the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.122.11, 2.162.15, 2.17 2.16 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Sections 2.11, 2.15, 2.16 and 9.03) shall inure continue to govern the benefit rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.13, 2.14, 2.15, 2.16 2.15 or 2.172.16, (ii) the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 2.15 2.14 or (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iii) being a “"Retiring Lender”"), the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender with one or more Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “"Replacement Lender” " and, collectively, the “"Replacement Lenders”") reasonably acceptable to the Administrative Agent. The replacement of a Retiring Lender pursuant to this Section 2.08(b2.07(b) shall be effective on the tenth Business Day (the “"Replacement Date”") following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement Lender shall have satisfied the conditions to assignment and assumption set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower) and, in connection therewith, the Replacement Lender(s) shall pay: (A) to the Retiring Lender an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (z) all accrued but unpaid fees owing to the Retiring Lender pursuant to Section 2.07; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring Lender an amount equal to all obligations owing to the Retiring Lender by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lenderhereunder, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Sections 2.11, 2.15, 2.16 and 9.03) shall continue to inure to govern the benefit rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to Section 2.08(e), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments a majority of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Revolving Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to Letter of Credit Liabilities held by the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.122.11, 2.162.15, 2.17 2.16 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Sections 2.11, 2.15, 2.16 and 9.03) shall inure continue to govern the benefit rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.14, 2.15, 2.16 Section 3.01 or 2.17Section 3.04, (ii) the obligation of any Lender to make Euro-Dollar Eurodollar Loans has been suspended pursuant to Section 2.15 or 3.02, (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iiiiv) being any Lender has failed to consent to a “Retiring Lender”)proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 10.03 or any other provision of any Senior Finance Document requires the consent of more than the Required Lenders and with respect to which the Required Lenders shall have granted their consent, the Borrower shall have the right, if no Default or Event of Default then exists, to (i) remove such Lender by terminating such Lender’s Commitment in full or (ii) replace such Lender with by causing such Lender to assign its Commitment to one or more existing Lenders or Eligible Assignees pursuant to Section 10.06; provided, however, that if the Borrower elects to exercise such right with respect to any Lender pursuant to clause (which i) or (ii) above, it shall be obligated to remove or replace, as the case may be one be, all Lenders that have similar requests then outstanding for compensation pursuant to Section 3.01 or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable 3.04 or whose obligation to the Administrative Agentmake Eurodollar Loans has been similarly suspended. The replacement of a Retiring Lender pursuant to this Section 2.08(b2.10(d) shall be effective on the tenth Business Day date of notice of such replacement to the Lenders through the Administrative Agent (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent), subject to the satisfaction of the following conditions: (i) each replacement Lender and/or Eligible Assignee, and the Replacement Administrative Agent acting on behalf of each Lender subject to replacement, shall have satisfied the conditions to assignment an Assignment and assumption Acceptance set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower10.06(b) and, in connection therewith, the Replacement replacement Lender(s) and/or Eligible Assignee(s) shall pay: (A) to the Retiring each Lender subject to replacement an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all its outstanding Loans of the Retiring LenderLoans, (y) the amount of all unpaid drawings LC Disbursements that have been funded by (and not reimbursed to) the Retiring Lender it under Section 3.102.05, together with all accrued but unpaid interest with respect thereto thereto, and (z) all accrued but unpaid fees owing to the Retiring Lender it pursuant to Section 2.072.11; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender replaced Lenders to the Issuing Lenders as reimbursement pursuant to Section 3.092.05, to the extent such amount was not theretofore funded by such Retiring Lenderreplaced Lenders; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring each replaced Lender an amount equal to all obligations owing to the Retiring Lender such replaced Lenders by the Borrower pursuant to this Agreement and the other Loan Senior Finance Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On In the Replacement Date, each Replacement Lender that is a New Lender shall become case of the removal of a Lender hereunder and shall succeed pursuant to this Section 2.10(d), upon (i) payment by the Borrower to the obligations Administrative Agent for the account of the Retiring Lender subject to such removal of an amount equal to the sum of (A) the aggregate principal amount of all Loans and LC Obligations held by such Lender and (B) all accrued interest, fees and other amounts owing to such Lender hereunder, including, without limitation, all amounts payable by the Borrower to such Lender under Article III or Sections 10.04 and 10.05, and (ii) provision by the Borrower to the Swingline Lender and each Issuing Lender of appropriate assurances and indemnities (which may include letters of credit) as each may reasonably require with respect to outstanding any continuing obligation of such removed Lender to purchase Participation Interests in any LC Obligations or Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring then outstanding, such Lender assumed shall, without any further consent or other action by such Replacement Lenderit, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, provided that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Article III and Sections 10.04 and 10.05) shall continue to inure to govern the benefit rights and obligations of a Retiring removed Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to Section 2.08(e), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.12, 2.16, 2.17 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall inure to the benefit of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring removed Lender while it was a Lender.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.142.08 or 2.09, 2.15, 2.16 or 2.17, (ii) the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 2.15 or (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iiiii) being a “Retiring Lender”), the Borrower shall have the right, if no Default then exists, to replace such Lender with one or more Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable to the Administrative Agent. The replacement of a Retiring Lender pursuant to this Section 2.08(b2.04(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement Lender shall have satisfied the conditions to assignment and assumption set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower) and, in connection therewith, the Replacement Lender(s) shall pay: (A) to the Retiring Lender an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender, (y) all unpaid drawings and Loans that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.103.09, together with all accrued but unpaid interest with respect thereto and (zy) all accrued but unpaid fees owing to the Retiring Lender pursuant to Section 2.072.03; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring Lender an amount equal to all obligations owing to the Retiring Lender by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit and Loans to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lender, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.122.08, 2.16, 2.17 2.09 and 9.03 of this Agreement shall continue to inure to the benefit of a Retiring Lender with respect to any Loans advance made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to Section 2.08(e2.04(e), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to the Retiring Lender (even if any such Reimbursement Obligations are not otherwise due and payable) and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.122.08, 2.16, 2.17 2.09 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.122.08, 2.16, 2.17 2.09 and 9.03 of this Agreement shall inure to the benefit of a Retiring Lender with respect to any Loans advance made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.14, 2.15, 2.16 or 2.17, (ii) the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 2.15 or (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iii) being a “Retiring Lender”), the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender with one or more Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable to the Administrative Agent. The replacement of a Retiring Lender pursuant to this Section 2.08(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement Lender shall have satisfied the conditions to assignment and assumption set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower) and, in connection therewith, the Replacement Lender(s) shall pay: (A) to the Retiring Lender an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (z) all accrued but unpaid fees owing to the Retiring Lender pursuant to Section 2.072.08; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring Lender an amount equal to all obligations owing to the Retiring Lender by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lenderhereunder, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of this Agreement (including, without limitation, the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement 9.03) shall continue to inure to govern the benefit rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to Section 2.08(e), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments a majority of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Revolving Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to Letter of Credit Liabilities held by the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.12, 2.16, 2.17 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of this Agreement (including, without limitation, the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement 9.03) shall inure continue to govern the benefit rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.13, 2.14, 2.15, 2.16 2.15 or 2.172.16, (ii) the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 2.15 2.14 or (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iii) being a “Retiring Lender”), the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender with one or more Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “"Replacement Lender” " and, collectively, the “"Replacement Lenders”") reasonably acceptable to the Administrative Agent. The replacement of a Retiring Lender pursuant to this Section 2.08(b2.07(b) shall be effective on the tenth Business Day (the “"Replacement Date”") following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement Lender shall have satisfied the conditions to assignment and assumption set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower) and, in connection therewith, the Replacement Lender(s) shall pay: (A) to the Retiring Lender an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (z) all accrued but unpaid fees owing to the Retiring Lender pursuant to Section 2.07; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring Lender an amount equal to all obligations owing to the Retiring Lender by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lenderhereunder, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Sections 2.11, 2.15, 2.16 and 9.03) shall continue to inure to govern the benefit rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to Section 2.08(e), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments a majority of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Revolving Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to Letter of Credit Liabilities held by the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.122.11, 2.162.15, 2.17 2.16 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Sections 2.11, 2.15, 2.16 and 9.03) shall inure continue to govern the benefit rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.14, 2.15, 2.16 or 2.17, (ii) the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 2.15 or (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iii) being a “Retiring Lender”), the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender with one or more Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable to the Administrative Agent. The replacement of a Retiring Lender pursuant to this Section 2.08(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement Lender shall have satisfied the conditions to assignment and assumption set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower) and, in connection therewith, the Replacement Lender(s) shall pay: (A) to the Retiring Lender an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (z) all accrued but unpaid fees owing to the Retiring Lender pursuant to Section 2.072.08; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring Lender an amount equal to all obligations owing to the Retiring Lender by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lenderhereunder, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of this Agreement (including, without limitation, the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement 9.03) shall continue to inure to govern the benefit rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to Section 2.08(e), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments a majority of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Revolving Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to Letter of Credit Liabilities held by the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.12, 2.16, 2.17 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of this Agreement (including, without limitation, the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement 9.03) shall inure continue to govern the benefit rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.14, 2.15, 2.16 Section 3.01 or 2.17Section 3.04, (ii) the obligation of any Lender to make Euro-Dollar Eurocurrency Loans has been suspended pursuant to Section 2.15 or 3.02, (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iiiiv) being any Lender has failed to consent to a “Retiring Lender”)proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 10.03 or any other provision of any Senior Finance Document requires the consent of more than the Required Lenders and with respect to which the Required Lenders shall have granted their consent, the Borrower shall have the right, if no Default or Event of Default then exists, to (i) remove such Lender by terminating such Lender’s Commitment in full or (ii) replace such Lender with by causing such Lender to assign its Commitment to one or more existing Lenders or Eligible Assignees pursuant to Section 10.06; provided, however, that if the Borrower elects to exercise such right with respect to any Lender pursuant to clause (which i) or (ii) above, it shall be obligated to remove or replace, as the case may be one be, all Lenders that have similar requests then outstanding for compensation pursuant to Section 3.01 or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable 3.04 or whose obligation to the Administrative Agentmake Eurocurrency Loans has been similarly suspended. The replacement of a Retiring Lender pursuant to this Section 2.08(b2.10(d) shall be effective on the tenth Business Day date of notice of such replacement to the Lenders through the Administrative Agent (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent), subject to the satisfaction of the following conditions: (i) each replacement Lender and/or Eligible Assignee, and the Replacement Administrative Agent acting on behalf of each Lender subject to replacement, shall have satisfied the conditions to assignment an Assignment and assumption Acceptance set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower10.06(b) and, in connection therewith, the Replacement replacement Lender(s) and/or Eligible Assignee(s) shall pay: (A) to the Retiring each Lender subject to replacement an amount equal in the aggregate to the sum of (x) the principal Dollar Amount of, and the Dollar Amount of all accrued but unpaid interest on, all its outstanding Loans of the Retiring LenderLoans, (y) the Dollar Amount of all unpaid drawings LC Disbursements that have been funded by (and not reimbursed to) the Retiring Lender it under Section 3.102.05, together with all accrued but unpaid interest with respect thereto and (z) all accrued but unpaid fees owing to the Retiring Lender it pursuant to Section 2.072.11; and (B) to the Swingline Lender Issuing Lenders an amount equal to the aggregate amount Dollar Amount owing by the Retiring Lender replaced Lenders to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender Issuing Lenders as reimbursement pursuant to Section 2.02(b)(i)2.05, to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lenderreplaced Lenders; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring each replaced Lender an amount equal to all obligations owing to the Retiring Lender such replaced Lenders by the Borrower pursuant to this Agreement and the other Loan Senior Finance Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On In the Replacement Date, each Replacement Lender that is a New Lender shall become case of the removal of a Lender hereunder and shall succeed pursuant to this Section 2.10(d), upon (i) payment by the Borrower to the obligations Administrative Agent for the account of the Retiring Lender subject to such removal of an amount equal to the Dollar Amount of the sum of (A) the aggregate principal amount of all Loans and LC Obligations held by such Lender and (B) all accrued interest, fees and other amounts owing to such Lender hereunder, including, without limitation, all amounts payable by the Borrower to such Lender under Article III or Sections 10.04 and 10.05, and (ii) provision by the Borrower to each Issuing Lender of appropriate assurances and indemnities (which may include letters of credit) as each may reasonably require with respect to outstanding Swingline Loans and Letters any continuing obligation of Credit such removed Lender to the extent of the Commitment of the Retiring purchase Participation Interests in any LC Obligations then outstanding, such Lender assumed shall, without any further consent or other action by such Replacement Lenderit, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, provided that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Article III and Sections 10.04 and 10.05) shall continue to inure to govern the benefit rights and obligations of a Retiring removed Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to Section 2.08(e), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.12, 2.16, 2.17 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall inure to the benefit of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring removed Lender while it was a Lender.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.13, 2.14, 2.15, 2.16 2.15 or 2.172.16, (ii) the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 2.15 2.14 or (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or and (iii) being a “"Retiring Lender”"), the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender with one or more Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “"Replacement Lender” " and, collectively, the “"Replacement Lenders”") reasonably acceptable to the Administrative Agent. The replacement of a Retiring Lender pursuant to this Section 2.08(b2.07(b) shall be effective on the tenth Business Day (the “"Replacement Date”") following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement Lender shall have satisfied the conditions to assignment and assumption set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower) and, in connection therewith, the Replacement Lender(s) shall pay: (A) to the Retiring Lender an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (z) all accrued but unpaid fees owing to the Retiring Lender pursuant to Section 2.07; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring Lender an amount equal to all obligations owing to the Retiring Lender by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lenderhereunder, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall continue to inure to the benefit of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to Section 2.08(e), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.12, 2.16, 2.17 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.122.11, 2.162.15, 2.17 2.16 and 9.03 of this Agreement 9.03) shall inure continue to govern the benefit rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender or other Protected Party has demanded compensation or indemnification pursuant to Sections 2.14Section 3.01, 2.15, 2.16 3.03 or 2.173.04, (ii) the obligation of any Lender to make Euro-Dollar fund its Loans at the Adjusted Eurodollar Rate has been suspended pursuant to Section 2.15 3.02 or (iii) any Lender is has failed to consent to a Defaulting Lender (each such Lender described in clauses (i)proposed amendment, (ii) waiver, discharge or (iii) being a “Retiring Lender”)termination which pursuant to the terms of Section 11.03 or any other provision of any Loan Document requires the consent of the Required Lenders or all of the Lenders, the Borrower shall have the right, if no Default then existswith the prior written consent of the Agent, to (i) remove such Lender and all related Protected Parties by terminating the Commitment of the related Committed Lender in full or (ii) replace such Lender with and all related Protected Parties by causing the related Committed Lender to assign its Commitment to one or more existing Committed Lenders or Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable pursuant to the Administrative AgentSection 11.06. The replacement of a Retiring Lender pursuant to this Section 2.08(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender Lenders through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement each replacement Committed Lender and/or Eligible Assignee, and each Protected Party subject to replacement, shall have satisfied the conditions to assignment an Assignment and assumption Acceptance set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower11.06(b) and, in connection therewith, the Replacement replacement Committed Lender(s) and/or Eligible Assignee(s) shall pay: (A) pay to the Retiring Lender each Protected Party subject to replacement an amount equal in the aggregate to the sum of (xA) the principal of, and all accrued but unpaid interest on, all its outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (zB) all accrued but unpaid fees owing to the Retiring Lender it pursuant to Section 2.07; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender2.09; and (ii) the Borrower shall have paid (from the Discretionary Account or otherwise) to the Administrative Agent for the account of the Retiring Lender each replaced Protected Party an amount equal to all obligations owing to the Retiring Lender such replaced Protected Party by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On In the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations case of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lender, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall continue to inure to the benefit removal of a Retiring Lender with respect Protected Party pursuant to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to this Section 2.08(e2.08(b), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Commitment of a Retiring Lender in full. Upon payment by the Borrower (from the Discretionary Account or otherwise) to the Administrative Agent for the account of the Retiring Lender Protected Party subject to such removal of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to the Retiring Lender held by such Protected Party and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender such Protected Party hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender such Protected Party under Article III or Sections 2.12, 2.16, 2.17 or 9.0311.05 and 11.06, such Retiring Lender Protected Party shall cease to constitute a Lender Protected Party hereunder; provided, provided that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Article III and Sections 11.05 and 11.06) shall inure continue to govern the benefit rights and obligations of a Retiring Lender removed Protected Party with respect to any Loans made, any Letters of Credit issued made or any other actions taken by such Retiring Lender removed Protected Party while it was a LenderProtected Party.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.14, 2.15, 2.16 or 2.17, (ii) the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 2.15 or (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iii) being a “Retiring Lender”), the Borrower shall have the right, if no Default then exists, to replace such Lender with one or more Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable to the Administrative Agent. The replacement of a Retiring Lender pursuant to this Section 2.08(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement Lender shall have satisfied the conditions to assignment and assumption set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower) and, in connection therewith, the Replacement Lender(s) shall pay: (A) to the Retiring Lender an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (z) all accrued but unpaid fees owing to the Retiring Lender pursuant to Section 2.07; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring Lender an amount equal to all obligations owing to the Retiring Lender by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lender, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 217 and 9.03 9.02 of this Agreement shall continue to inure to the benefit of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to Section 2.08(e), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.12, 2.16, 2.17 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall inure to the benefit of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender or other Protected Party has demanded compensation or indemnification pursuant to Sections 2.14Section 3.01, 2.15, 2.16 3.03 or 2.173.04, (ii) the obligation of any the applicable Lender to make Euro-Dollar fund its Loans at Term SOFR has been suspended pursuant to Section 2.15 or 3.02, (iii) a Market Disruption Event exists or is in effect with respect to any Loan for any day during any Interest Period or (iv) any Lender is has failed to consent to a Defaulting Lender (each such Lender described in clauses (i)proposed amendment, (ii) waiver, discharge or (iii) being a “Retiring Lender”)termination which pursuant to the terms of Section 11.03 or any other provision of any Loan Document requires the consent of the Majority Lenders or all of the Lenders, the Borrower shall have the right, if no Default then existswith the prior written consent of the Agent, to (i) remove such Lender and all related Protected Parties by terminating the Commitment of the related Committed Lender in full or (ii) replace such Lender with and all related Protected Parties by causing the related Committed Lender to assign its Commitment to one or more existing Committed Lenders or Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable pursuant to the Administrative AgentSection 11.06. The replacement of a Retiring Lender pursuant to this Section 2.08(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender Lenders through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement each replacement Committed Lender and/or Eligible Assignee, and each Protected Party subject to replacement, shall have satisfied the conditions to assignment an Assignment and assumption Acceptance set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower11.06(b) and, in connection therewith, the Replacement replacement Committed Lender(s) and/or Eligible Assignee(s) shall pay: (A) pay to the Retiring Lender each Protected Party subject to replacement an amount equal in the aggregate to the sum of (xA) the principal of, and all accrued but unpaid interest on, all its outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (zB) all accrued but unpaid fees owing to the Retiring Lender it pursuant to Section 2.07; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender2.09; and (ii) the Borrower shall have paid (from the Discretionary Account or otherwise) to the Administrative Agent for the account of the Retiring Lender each replaced Protected Party an amount equal to all obligations owing to the Retiring Lender such replaced Protected Party by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On In the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations case of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lender, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall continue to inure to the benefit removal of a Retiring Lender with respect Protected Party pursuant to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to this Section 2.08(e2.08(b), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Commitment of a Retiring Lender in full. Upon payment by the Borrower (from the Discretionary Account or otherwise) to the Administrative Agent for the account of the Retiring Lender Protected Party subject to such removal of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to the Retiring Lender held by such Protected Party and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender such Protected Party hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender such Protected Party under Article III or Sections 2.12, 2.16, 2.17 or 9.0311.05 and 11.06, such Retiring Lender Protected Party shall cease to constitute a Lender Protected Party hereunder; provided, provided that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Article III and Sections 11.05 and 11.06) shall inure continue to govern the benefit rights and obligations of a Retiring Lender removed Protected Party with respect to any Loans made, any Letters of Credit issued made or any other actions taken by such Retiring Lender removed Protected Party while it was a LenderProtected Party.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.14Section 2.13, 2.15, 2.15 or 2.16 or 2.17, (ii) the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 2.15 or (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iiiii) being a “Retiring Lender”), the U.S. Borrower shall have the rightright (but with respect to (i) above, only if no Default then exists), to replace such Lender with one or more Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) which, in the case of a Retiring Lender described in clause (i), shall be reasonably acceptable to the Administrative Agent. The replacement of a Retiring Lender pursuant to this Section 2.08(b2.07(b) shall be effective on the tenth Business Day (or, in the case of a Defaulting Lender, on the second Business Day) (in each case, the “Replacement Date”) following the date of notice of such replacement given by the U.S. Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement Lender shall have satisfied the conditions to assignment and assumption set forth in Section 9.06(c8.06(b) (with all fees payable pursuant to Section 9.06(c8.06(b) to be paid by the BorrowerBorrowers) and, in connection therewith, the Replacement Lender(s) shall pay: (A) pay to the Retiring Lender an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender, Lender and (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (z) all accrued but unpaid fees owing to the Retiring Lender pursuant to Section 2.07; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender2.06; and (ii) the Borrower Borrowers shall have paid to the Administrative Agent for the account of the Retiring Lender Lender, an amount equal to all obligations owing then due to the Retiring Lender by the Borrower Borrowers pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower Borrowers referred to in clause (i)(Ai) above). On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lenderhereunder, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, provided that the provisions of Sections 2.122.11, 2.15, 2.16, 2.17 8.03 and 9.03 8.15 of this Agreement shall continue to inure accrue to the benefit of a Retiring Lender with respect to any Loans made, any Letters of Credit issued made or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to Section 2.08(e), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments a majority of the Continuing LendersLenders (other than any Defaulting Lender), the U.S. Borrower shall have the right to permanently terminate the Commitment of a Retiring Lender in full or, following the Closing Date, prepay said Retiring Lender’s Loans in full. Upon payment by the Borrower Borrowers to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to held by the Retiring Lender and owed by the Borrowers and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender by the Borrowers hereunder, including, without limitation, all amounts payable by the Borrower Borrowers to the Retiring Lender under Sections 2.12Section 2.11, 2.15, 2.16, 2.17 8.03 or 9.038.15, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12Section 2.11, 2.15, 2.16, 2.17 and 9.03 8.03 or 8.15 of this Agreement shall inure continue to accrue to the benefit of a Retiring Lender with respect to any Loans made, any Letters of Credit issued made or any other actions taken by such Retiring Lender while it was a Lender).

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender or other Protected Party has demanded compensation or indemnification pursuant to Sections 2.14Section 3.01, 2.15, 2.16 3.03 or 2.173.04, (ii) the obligation of any the applicable Lender to make Euro-Dollar fund its Loans at the applicable Adjusted Eurodollar RateTerm SOFR has been suspended pursuant to Section 2.15 or 3.02, (iii) a Market Disruption Event exists or is in effect with respect to any Loan for any day during any Interest Period or (iv) any Lender is has failed to consent to a Defaulting Lender (each such Lender described in clauses (i)proposed amendment, (ii) waiver, discharge or (iii) being a “Retiring Lender”)termination which pursuant to the terms of Section 11.03 or any other provision of any Loan Document requires the consent of the Majority Lenders or all of the Lenders, the Borrower shall have the right, if no Default then existswith the prior written consent of the Agent, to (i) remove such Lender and all related Protected Parties by terminating the Commitment of the related Committed Lender in full or (ii) replace such Lender with and all related Protected Parties by causing the related Committed Lender to assign its Commitment to one or more existing Committed Lenders or Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable pursuant to the Administrative AgentSection 11.06. The replacement of a Retiring Lender pursuant to this Section 2.08(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender Lenders through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement each replacement Committed Lender and/or Eligible Assignee, and each Protected Party subject to replacement, shall have satisfied the conditions to assignment an Assignment and assumption Acceptance set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower11.06(b) and, in connection therewith, the Replacement replacement Committed Lender(s) and/or Eligible Assignee(s) shall pay: (A) pay to the Retiring Lender each Protected Party subject to replacement an amount equal in the aggregate to the sum of (xA) the principal of, and all accrued but unpaid interest on, all its outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (zB) all accrued but unpaid fees owing to the Retiring Lender it pursuant to Section 2.07; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender2.09; and (ii) the Borrower shall have paid (from the Discretionary Account or otherwise) to the Administrative Agent for the account of the Retiring Lender each replaced Protected Party an amount equal to all obligations owing to the Retiring Lender such replaced Protected Party by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On In the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations case of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lender, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall continue to inure to the benefit removal of a Retiring Lender with respect Protected Party pursuant to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to this Section 2.08(e2.08(b), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Commitment of a Retiring Lender in full. Upon payment by the Borrower (from the Discretionary Account or otherwise) to the Administrative Agent for the account of the Retiring Lender Protected Party subject to such removal of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to the Retiring Lender held by such Protected Party and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender such Protected Party hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender such Protected Party under Article III or Sections 2.12, 2.16, 2.17 or 9.0311.05 and 11.06, such Retiring Lender Protected Party shall cease to constitute a Lender Protected Party hereunder; provided, provided that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Article III and Sections 11.05 and 11.06) shall inure continue to govern the benefit rights and obligations of a Retiring Lender removed Protected Party with respect to any Loans made, any Letters of Credit issued made or any other actions taken by such Retiring Lender removed Protected Party while it was a LenderProtected Party.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.14, 2.15, 2.16 Section 3.06 or 2.17Section 3.10, (ii) the obligation of any Lender to make Euro-Dollar Eurodollar Loans has been suspended pursuant to Section 2.15 or 3.08, (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iiiiv) being any Lender has failed to consent to a “Retiring Lender”)proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 10.06 or any other provision of any Credit Document requires the consent of all of the Lenders and with respect to which the Required Lenders shall have granted their consent, the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender with one or more Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable to the Administrative Agent. The replacement of a Retiring Lender pursuant to this Section 2.08(b3.04(d) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (iA) the Retiring Lender and the Replacement Lender shall have satisfied the conditions to assignment and assumption set forth in Section 9.06(c10.03(b) (with all fees payable pursuant to Section 9.06(c10.03(b) to be paid by the Borrower) and, in connection therewith, the Replacement Lender(s) shall pay: (A1) to the Retiring Lender an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.102.02(d), together with all accrued but unpaid interest with respect thereto and (z) all accrued but unpaid fees owing to the Retiring Lender pursuant to Section 2.07; and3.05; (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C2) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.092.02(c), to the extent such amount was not theretofore funded by such Retiring Lender; and; (iiB) the Borrower shall have paid to the Administrative Agent for the account of the Retiring Lender an amount equal to all obligations owing to the Retiring Lender by the Borrower pursuant to this Agreement and the other Loan Credit Documents (other than those obligations of the Borrower referred to in clause (i)(AA)(1) above); and (C) with respect to replacement of any Retiring Lender pursuant to clause (iv) above, on the Replacement Date, the Replacement Lender shall consent to the proposed amendment, waiver, discharge, termination or modification not consented to by the Retiring Lender. On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lenderhereunder, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, provided that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Sections 3.11, 3.06, 3.10 and 10.05) shall continue to inure to govern the benefit rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to Section 2.08(e), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments a majority of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement LOC Obligations owed to held by the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.12Section 3.11, 2.163.06, 2.17 3.10 or 9.0310.05, such Retiring Lender shall cease to constitute a Lender hereunder; provided, provided that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Sections 3.11, 3.06, 3.10 and 10.05) shall inure continue to govern the benefit rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.13, 2.14, 2.15, 2.16 2.15 or 2.172.16, (ii) the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 2.15 2.14 or (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iii) being a “Retiring Lender”), the Borrower shall have the rightright (but with respect to (i) and (ii) above, only if no Default then exists), to replace such Lender with one or more Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) which, in the case of a Retiring Lender described in clauses (i) and (ii), shall be reasonably acceptable to the Administrative Agent. The replacement of a Retiring Lender pursuant to this Section 2.08(b2.07(b) shall be effective on the tenth Business Day (or, in the case of a Defaulting Lender, on the second Business Day) (in each case, the “Replacement Date”) following the date of notice of such replacement given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement Lender shall have satisfied the conditions to assignment and assumption set forth in Section 9.06(c8.06(b) (with all fees payable pursuant to Section 9.06(c8.06(b) to be paid by the Borrower) and, in connection therewith, the Replacement Lender(s) shall pay: (A) pay to the Retiring Lender an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender, Lender and (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (z) all accrued but unpaid fees owing to the Retiring Lender pursuant to Section 2.072.06; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender; and and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring Lender an amount equal to all obligations owing then due to the Retiring Lender by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(Ai) above). On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lenderhereunder, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.122.11, 2.162.15, 2.17 2.16 and 9.03 8.03 of this Agreement shall continue to inure accrue to the benefit of a Retiring Lender with respect to any Loans made, any Letters of Credit issued made or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to Section 2.08(e), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments a majority of the Continuing LendersLenders (other than any Defaulting Lender), the Borrower shall have the right to permanently terminate the Commitment of a Retiring Lender in full or, following the Closing Date, prepay said Retiring Lenders’ Loans in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to held by the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.122.11, 2.162.15, 2.17 2.16 or 9.038.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.122.11, 2.162.15, 2.17 and 9.03 2.16 or 8.03 of this Agreement shall inure continue to accrue to the benefit of a Retiring Lender with respect to any Loans made, any Letters of Credit issued made or any other actions taken by such Retiring Lender while it was a Lender).

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.13, 2.14, 2.15, 2.16 2.15 or 2.172.16, (ii) the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 2.15 2.14 or (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iii) being a “Retiring Lender”), the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender with one or more Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable to the Administrative Agent. The replacement of a Retiring Lender pursuant to this Section 2.08(b2.07(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement Lender shall have satisfied the conditions to assignment and assumption set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower) and, in connection therewith, the Replacement Lender(s) shall pay: (A) to the Retiring Lender an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (z) all accrued but unpaid fees owing to the Retiring Lender pursuant to Section 2.07; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring Lender an amount equal to all obligations owing to the Retiring Lender by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lenderhereunder, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall continue to inure to the benefit of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to Section 2.08(e), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.12, 2.16, 2.17 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.122.11, 2.162.15, 2.17 2.16 and 9.03 of this Agreement 9.03) shall inure continue to govern the benefit rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.142.08 or 2.09, 2.15, 2.16 or 2.17, (ii) the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 2.15 or (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iiiii) being a “Retiring Lender”), the Borrower shall have the right, if no Default then exists, to replace such Lender with one or more Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable to the Administrative Agent. The replacement of a Retiring Lender pursuant to this Section 2.08(b2.04(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement Lender shall have satisfied the conditions to assignment and assumption set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower) and, in connection therewith, the Replacement Lender(s) shall pay: (A) to the Retiring Lender an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.103.09, together with all accrued but unpaid interest with respect thereto and (zy) all accrued but unpaid fees owing to the Retiring Lender pursuant to Section 2.072.03; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring Lender an amount equal to all obligations owing to the Retiring Lender by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lender, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.122.08, 2.16, 2.17 2.09 and 9.03 of this Agreement shall continue to inure to the benefit of a Retiring Lender with respect to any Loans advance made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to Section 2.08(e2.04(e), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.122.08, 2.16, 2.17 2.09 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.122.08, 2.16, 2.17 2.09 and 9.03 of this Agreement shall inure to the benefit of a Retiring Lender with respect to any Loans advance made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender.

Optional Termination of Commitments (Non-Pro-Rata). If (i1) any Lender has demanded compensation or indemnification pursuant to Sections 2.14, 2.15, 2.16 Section 3.01 or 2.17Section 3.04, (ii2) the obligation of any Lender to make Euro-Dollar Eurodollar Loans has been suspended pursuant to Section 2.15 or 3.02, (iii3) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iii4) being any Lender has failed to consent to a “Retiring Lender”)proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 10.03 or any other provision of any Finance Document requires the consent of more than the Required Lenders and with respect to which the Required Lenders shall have granted their consent, the Borrower shall have the right, if no Default or Event of Default then exists, to (x) remove such Lender by terminating such Lender’s Commitment in full or (y) replace such Lender with by causing such Lender to assign its Commitment to one or more existing Lenders or Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable pursuant to the Administrative AgentSection 10.06. The replacement of a Retiring Lender pursuant to this Section 2.08(bclause (2) above shall be effective on the tenth Business Day date of notice of such replacement to the Lenders through the Administrative Agent (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent), subject to the satisfaction of the following conditions: (i) each replacement Lender and/or Eligible Assignee, and the Replacement Administrative Agent acting on behalf of each Lender subject to replacement, shall have satisfied the conditions to assignment an Assignment and assumption Assumption set forth in Section 9.06(c10.06(b) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower) and, and in connection therewith, therewith the Replacement replacement Lender(s) and/or Eligible Assignee(s) shall pay: (A) to the Retiring each Lender subject to replacement an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all its outstanding Loans of the Retiring LenderLoans, (y) the amount of all unpaid drawings LC Disbursements that have been funded by (and not reimbursed to) the Retiring Lender it under Section 3.102.05, together with all accrued but unpaid interest with respect thereto thereto, and (z) all accrued but unpaid fees owing to the Retiring Lender it pursuant to Section 2.072.11; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender replaced Lenders to the Issuing Lenders as reimbursement pursuant to Section 3.092.05, to the extent such amount was not theretofore funded by such Retiring Lenderreplaced Lenders; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring each replaced Lender an amount equal to all obligations owing to the Retiring Lender such replaced Lenders by the Borrower pursuant to this Agreement and the other Loan Finance Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On In the Replacement Date, each Replacement Lender that is a New Lender shall become case of the removal of a Lender hereunder and shall succeed pursuant to this Section 2.10(d), upon (i) payment by the Borrower to the obligations Administrative Agent for the account of the Retiring Lender subject to such removal of an amount equal to the sum of (A) the aggregate principal amount of all Loans and LC Obligations held by such Lender and (B) all accrued interest, fees and other amounts owing to such Lender hereunder, including all amounts payable by the Borrower to such Lender under Article III or Sections 10.04 and 10.05, and (ii) provision by the Borrower to the Swingline Lender and each Issuing Lender of appropriate assurances and indemnities (which may include letters of credit) as each may reasonably require with respect to outstanding any continuing obligation of such removed Lender to purchase Participation Interests in any LC Obligations or Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring then outstanding, such Lender assumed shall, without any further consent or other action by such Replacement Lenderit, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, provided that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including the provisions of Article III and Sections 10.04 and 10.05) shall continue to inure to govern the benefit rights and obligations of a Retiring removed Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to Section 2.08(e), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.12, 2.16, 2.17 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall inure to the benefit of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring removed Lender while it was a Lender.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender or other Protected Party has demanded compensation or indemnification pursuant to Sections 2.14Section 3.01, 2.15, 2.16 3.03 or 2.173.04, (ii) the obligation of any the applicable Lender to make Euro-Dollar fund its Loans at the applicable Interest Rate has been suspended pursuant to Section 2.15 or 3.02, (iii) a Market Disruption Event exists or is in effect with respect to any Loan for any day during any Interest Period or (iv) any Lender is has failed to consent to a Defaulting Lender (each such Lender described in clauses (i)proposed amendment, (ii) waiver, discharge or (iii) being a “Retiring Lender”)termination which pursuant to the terms of Section 11.03 or any other provision of any Loan Document requires the consent of the Required Lenders or all of the Lenders, the Borrower shall have the right, if no Default then exists, right to (i) remove such Lender and all related Protected Parties by terminating the Commitment of the related Committed Lender in full or (ii) replace such Lender with and all related Protected Parties by causing the related Committed Lender to assign its Commitment to one or more existing Committed Lenders or Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable pursuant to the Administrative AgentSection 11.06. The replacement of a Retiring Lender pursuant to this Section 2.08(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender Lenders through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement each replacement Committed Lender and/or Eligible Assignee, and each Protected Party subject to replacement, shall have satisfied the conditions to assignment an Assignment and assumption Acceptance set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower11.06(b) and, in connection therewith, the Replacement replacement Committed Lender(s) and/or Eligible Assignee(s) shall pay: (A) pay to the Retiring Lender each Protected Party subject to replacement an amount equal in the aggregate to the sum of (xA) the principal of, and all accrued but unpaid interest on, all its outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (zB) all accrued but unpaid fees owing to the Retiring Lender it pursuant to Section 2.07; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender2.09; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring Lender each replaced Protected Party an amount equal to all obligations owing to the Retiring Lender such replaced Protected Party by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On 762040188 In the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations case of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lender, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall continue to inure to the benefit removal of a Retiring Lender with respect Protected Party pursuant to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to this Section 2.08(e2.08(b), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender Protected Party subject to such removal of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to the Retiring Lender held by such Protected Party and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender such Protected Party hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender such Protected Party under Article III or Sections 2.12, 2.16, 2.17 or 9.0311.05 and 11.06, such Retiring Lender Protected Party shall cease to constitute a Lender Protected Party hereunder; provided, provided that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Article III and Sections 11.05 and 11.06) shall inure continue to govern the benefit rights and obligations of a Retiring Lender removed Protected Party with respect to any Loans made, any Letters of Credit issued made or any other actions taken by such Retiring Lender removed Protected Party while it was a LenderProtected Party.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender or other Protected Party has demanded compensation or indemnification pursuant to Sections 2.14Section 3.01, 2.15, 2.16 3.03 or 2.173.04, (ii) the obligation of any the applicable Lender to make Euro-Dollar fund its Loans at the applicable Adjusted Eurodollar Rate has been suspended pursuant to Section 2.15 or 3.02, (iii) a Market Disruption Event exists or is in effect with respect to any Lender Loan for any day during any Interest Period (other than a Loan on which interest is a Defaulting Lender (each based on the CP Rate or the Alternative Rate for such Lender described in clauses (i), (iiInterest Period) or (iiiiv) being any Lender has failed to consent to a “Retiring Lender”)proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 11.03 or any other provision of any Loan Document requires the consent of the Required Lenders or all of the Lenders, the Borrower shall have the right, if no Default then existswith the prior written consent of the Agent, to (i) remove such Lender and all related Protected Parties by terminating the Commitment of the related Committed Lender in full or (ii) replace such Lender with and all related Protected Parties by causing the related Committed Lender to assign its Commitment to one or more existing Committed Lenders or Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable pursuant to the Administrative AgentSection 11.06. The replacement of a Retiring Lender pursuant to this Section 2.08(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender Lenders through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement each replacement Committed Lender and/or Eligible Assignee, and each Protected Party subject to replacement, shall have satisfied the conditions to assignment an Assignment and assumption Acceptance set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower11.06(b) and, in connection therewith, the Replacement replacement Committed Lender(s) and/or Eligible Assignee(s) shall pay: (A) pay to the Retiring Lender each Protected Party subject to replacement an amount equal in the aggregate to the sum of (xA) the principal of, and all accrued but unpaid interest on, all its outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (zB) all accrued but unpaid fees owing to the Retiring Lender it pursuant to Section 2.07; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender2.09; and (ii) the Borrower shall have paid (from the Discretionary Account or otherwise) to the Administrative Agent for the account of the Retiring Lender each replaced Protected Party an amount equal to all obligations owing to the Retiring Lender such replaced Protected Party by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On In the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations case of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lender, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall continue to inure to the benefit removal of a Retiring Lender with respect Protected Party pursuant to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to this Section 2.08(e2.08(b), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Commitment of a Retiring Lender in full. Upon payment by the Borrower (from the Discretionary Account or otherwise) to the Administrative Agent for the account of the Retiring Lender Protected Party subject to such removal of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to the Retiring Lender held by such Protected Party and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender such Protected Party hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender such Protected Party under Article III or Sections 2.12, 2.16, 2.17 or 9.0311.05 and 11.06, such Retiring Lender Protected Party shall cease to constitute a Lender Protected Party hereunder; provided, provided that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Article III and Sections 11.05 and 11.06) shall inure continue to govern the benefit rights and obligations of a Retiring Lender removed Protected Party with respect to any Loans made, any Letters of Credit issued made or any other actions taken by such Retiring Lender removed Protected Party while it was a LenderProtected Party.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.13, 2.14, 2.15, 2.16 2.15 or 2.172.16, (ii) the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 2.15 2.14 or (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iii) being a “Retiring Lender”), the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender with one or more Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable to the Administrative Agent. The replacement of a Retiring Lender pursuant to this Section 2.08(b2.07(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement Lender shall have satisfied the conditions to assignment and assumption set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower) and, in connection therewith, the Replacement Lender(s) shall pay: (A) to the Retiring Lender an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (z) all accrued but unpaid fees owing to the Retiring Lender pursuant to Section 2.07; and (B) to the Swingline Issuing Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Issuing Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.092.02(b), to the extent such amount was not theretofore funded by such Retiring Lender; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring Lender an amount equal to all obligations owing to the Retiring Lender by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lenderhereunder, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Sections 2.11, 2.15, 2.16 and 9.03) shall continue to inure to govern the benefit rights and obligations of a Retiring Lender with respect to any Loans made, any Letters the Letter of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoingCredit, subject to Section 2.08(e), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.12, 2.16, 2.17 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall inure to the benefit of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.13, 2.14, 2.15, 2.16 2.15 or 2.172.16, (ii) the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 2.15 2.14 or (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iii) being a “Retiring Lender”), the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender with one or more Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable to the Administrative Agent. The replacement of a Retiring Lender pursuant to this Section 2.08(b2.07(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement Lender shall have satisfied the conditions to assignment and assumption set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower) and, in connection therewith, the Replacement Lender(s) shall pay: (A) to the Retiring Lender an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.103.09, together with all accrued but unpaid interest with respect thereto and (z) all accrued but unpaid fees owing to the Retiring Lender pursuant to Section 2.07; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.093.08, to the extent such amount was not theretofore funded by such Retiring Lender; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring Lender an amount equal to all obligations owing to the Retiring Lender by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lenderhereunder, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Sections 2.11, 2.15, 2.16 and 9.03) shall continue to inure to govern the benefit rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to Section 2.08(e), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments a majority of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Revolving Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to Letter of Credit Liabilities held by the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.122.11, 2.162.15, 2.17 2.16 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Sections 2.11, 2.15, 2.16 and 9.03) shall inure continue to govern the benefit rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender or other Protected Party has demanded compensation or indemnification pursuant to Sections 2.14Section 3.01, 2.15, 2.16 3.03 or 2.173.04, (ii) the obligation of any the applicable Lender to make Euro-Dollar Loans fund its Loan at the applicable Adjusted LIBOR Rate has been suspended pursuant to Section 2.15 or 3.02, (iii) a Market Disruption Event exists or is in effect with respect to such Loan for any day during any Interest Period or (iv) any Lender is has failed to consent to a Defaulting Lender (each such Lender described in clauses (i)proposed amendment, (ii) waiver, discharge or (iii) being a “Retiring Lender”)termination which pursuant to the terms of Section 11.03 or any other provision of any Loan Document requires the consent of the Required Lenders or all of the Lenders, the Borrower shall have the right, if no Default then existswith the prior written consent of the Agent, to (i) remove such Lender and all related Protected Parties by terminating the Commitment of the related Committed Lender in full or (ii) replace such Lender with and all related Protected Parties by causing the related Committed Lender to assign its Loan to one or more existing Committed Lenders or Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable pursuant to the Administrative AgentSection 11.06. The replacement of a Retiring Lender pursuant to this Section 2.08(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender Lenders through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement each replacement Committed Lender and/or Eligible Assignee, and each Protected Party subject to replacement, shall have satisfied the conditions to assignment an Assignment and assumption Acceptance set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower11.06(b) and, in connection therewith, the Replacement replacement Committed Lender(s) and/or Eligible Assignee(s) shall pay: (A) pay to the Retiring Lender each Protected Party subject to replacement an amount equal in the aggregate to the sum of (xA) the principal of, and all accrued but unpaid interest on, all its outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto Loan and (zB) all accrued but unpaid fees owing to the Retiring Lender it pursuant to Section 2.07; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender2.09; and (ii) the Borrower shall have paid (from the Discretionary Account or otherwise) to the Administrative Agent for the account of the Retiring Lender each replaced Protected Party an amount equal to all obligations owing to the Retiring Lender such replaced Protected Party by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On In the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations case of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lender, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall continue to inure to the benefit removal of a Retiring Lender with respect Protected Party pursuant to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to this Section 2.08(e2.08(b), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Commitment of a Retiring Lender in full. Upon payment by the Borrower (from the Discretionary Account or otherwise) to the Administrative Agent for the account of the Retiring Lender Protected Party subject to such removal of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to the Retiring Lender Loan held by such Protected Party and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender such Protected Party hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender such Protected Party under Article III or Sections 2.12, 2.16, 2.17 or 9.0311.05 and 11.06, such Retiring Lender Protected Party shall cease to constitute a Lender Protected Party hereunder; provided, provided that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of 61 Loan Agreement Article III and Sections 11.05 and 11.06) shall inure continue to govern the benefit rights and obligations of a Retiring Lender removed Protected Party with respect to any Loans made, any Letters of Credit issued the Loan made or any other actions taken by such Retiring Lender removed Protected Party while it was a LenderProtected Party.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.13, 2.14, 2.15, 2.16 2.15 or 2.172.16, (ii) the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 2.15 2.14 or (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iii) being a “Retiring Lender”), the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender with one or more Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “"Replacement Lender” " and, collectively, the “"Replacement Lenders”") reasonably acceptable to the Administrative Agent. The replacement of a Retiring Lender pursuant to this Section 2.08(b2.07(b) shall be effective on the tenth Business Day (the “"Replacement Date”") following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement Lender shall have satisfied the conditions to assignment and assumption set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower) and, in connection therewith, the Replacement Lender(s) shall pay: (A) to the Retiring Lender an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (z) all accrued but unpaid fees owing to the Retiring Lender pursuant to Section 2.07; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring Lender an amount equal to all obligations owing to the Retiring Lender by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lenderhereunder, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, provided that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Sections 2.11, 2.15, 2.16 and 9.03) shall continue to inure to govern the benefit rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to Section 2.08(e), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments a majority of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Revolving Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to Letter of Credit Liabilities held by the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.122.11, 2.162.15, 2.17 2.16 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, provided that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Sections 2.11, 2.15, 2.16 and 9.03) shall inure continue to govern the benefit rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender.

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender or other Protected Party has demanded compensation or indemnification pursuant to Sections 2.14Section 3.01, 2.15, 2.16 3.03 or 2.173.04, (ii) the obligation of any Lender to make Euro-Dollar fund its Loans at the Adjusted Eurodollar Rate has been suspended pursuant to Section 2.15 or 3.02, (iii) a Market Disruption Event exists or is in effect with respect to any Lender Loan for any day during any Interest Period (other than a Loan on which interest is a Defaulting Lender (each based on the CP Rate or the Alternative Rate for such Lender described in clauses (i), (iiInterest Period) or (iiiiv) being any Lender has failed to consent to a “Retiring Lender”)proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 11.03 or any other provision of any Loan Document requires the consent of the Required Lenders or all of the Lenders, the Borrower shall have the right, if no Default then existswith the prior written consent of the Agent, to (i) remove such Lender and all related Protected Parties by terminating the Commitment of the related Committed Lender in full or (ii) replace such Lender with and all related Protected Parties by causing the related Committed Lender to assign its Commitment to one or more existing Committed Lenders or Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable pursuant to the Administrative AgentSection 11.06. The replacement of a Retiring Lender pursuant to this Section 2.08(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender Lenders through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement each replacement Committed Lender and/or Eligible Assignee, and each Protected Party subject to replacement, shall have satisfied the conditions to assignment an Assignment and assumption Acceptance set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower11.06(b) and, in connection therewith, the Replacement replacement Committed Lender(s) and/or Eligible Assignee(s) shall pay: (A) pay to the Retiring Lender each Protected Party subject to replacement an amount equal in the aggregate to the sum of (xA) the principal of, and all accrued but unpaid interest on, all its outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (zB) all accrued but unpaid fees owing to the Retiring Lender it pursuant to Section 2.07; and (B) to the Swingline Lender an amount equal to the aggregate amount owing by the Retiring Lender to the Swingline Lender in respect of all unpaid refundings of Swingline Loans requested by the Swingline Lender pursuant to Section 2.02(b)(i), to the extent such amount was not theretofore funded by such Retiring Lender; and (C) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender2.09; and (ii) the Borrower shall have paid (from the Discretionary Account or otherwise) to the Administrative Agent for the account of the Retiring Lender each replaced Protected Party an amount equal to all obligations owing to the Retiring Lender such replaced Protected Party by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On In the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder and shall succeed to the obligations case of the Retiring Lender with respect to outstanding Swingline Loans and Letters of Credit to the extent of the Commitment of the Retiring Lender assumed by such Replacement Lender, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall continue to inure to the benefit removal of a Retiring Lender with respect Protected Party pursuant to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, subject to this Section 2.08(e2.08(b), upon express written consent of Continuing Lenders holding more than 50% of the aggregate amount of the Commitments of the Continuing Lenders, the Borrower shall have the right to permanently terminate the Commitment of a Retiring Lender in full. Upon payment by the Borrower (from the Discretionary Account or otherwise) to the Administrative Agent for the account of the Retiring Lender Protected Party subject to such removal of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Reimbursement Obligations owed to the Retiring Lender held by such Protected Party and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender such Protected Party hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender such Protected Party under Article III or Sections 2.12, 2.16, 2.17 or 9.0311.05 and 11.06, such Retiring Lender Protected Party shall cease to constitute a Lender Protected Party hereunder; provided, provided that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, the provisions of Article III and Sections 11.05 and 11.06) shall inure continue to govern the benefit rights and obligations of a Retiring Lender removed Protected Party with respect to any Loans made, any Letters of Credit issued made or any other actions taken by such Retiring Lender removed Protected Party while it was a LenderProtected Party.