Common use of Substitution of Bank Clause in Contracts

Substitution of Bank. If (i) any Bank shall have failed to fund its pro rata share of any Loan requested by any Borrower hereunder which such Bank is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) the obligation of any Bank to make Eurocurrency Loans has been suspended pursuant to Section 8.02 or (iii) any Bank has demanded compensation under Section 2.11(D) or Section 8.03 (any such Bank affected by clauses (i), (ii) or (iii), herein an "Affected Bank"), the Company shall have the right, with the assistance of the Agent, to seek a mutually satisfactory substitute financial institution or institutions (which may be one or more of the Banks) to purchase the Loans, Notes and L/C Interest and assume the Commitment of such Bank in accordance with the provisions of Section 9.06(C) and the Company may make written demand on such Affected Bank (with a copy to the Agent) for the Affected Bank to assign, and such Affected Bank shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment and Assumption Agreements five (5) Eurocurrency Business Days after the date of such demand, to one or more financial institutions which the Company or the Agent, as the case may be, shall have engaged for such purpose, all of such Affected Banks' rights and obligations under this Agreement and the other instruments, documents and agreements delivered or executed from time to time in connection herewith (including, without limitation, its Commitment and all Loans owing to it, all of its participation interests in existing Swingline Loans and Letters of Credit and its obligation to participate in additional Swingline Loans and Letters of Credit hereunder) in accordance with Section 9.06(C). No such assignment by an Affected Bank shall be required unless with respect to such assignment the Affected Bank shall have concurrently received, in cash, all amounts due and owing to the Affected Bank hereunder or under any instruments, documents and agreements delivered or executed from time to time in connection herewith including, without limitation, the aggregate outstanding principal amount of the Loans and L/C Obligations owed to such Bank and any amounts in respect of Letters of Credit and Swingline Loans in which such Bank participated, together with accrued interest and fees through the date of such assignment, amounts payable under Sections 2.11(D), 2.12, 8.03 and 9.03 with respect to such Affected Bank and compensation payable under Section 2.07.

Substitution of Bank. If (i) In the event the Borrower is required to pay any material amounts to any Bank shall have failed to fund its pro rata share of any Loan requested by any Borrower hereunder which such Bank is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) the obligation of any Bank to make Eurocurrency Loans has been suspended pursuant to Section 8.02 or (iii) any Bank has demanded compensation under 2.10, Section 2.11(D) or Section 8.03 (any such Bank affected by clauses (i), (ii3.01(a) or (iiib), herein an "Affected Bank")or Section 3.03 hereof, the Company shall have the right, Borrower may give at least forty-five (45) days prior notice to such Bank (with the assistance of copies to the Agent, ) that it wishes to seek a mutually satisfactory substitute financial institution one or institutions more Assignees (which may be one or more of the Banks) to assume the Commitments of such Bank and to purchase its outstanding Advances and Notes and the LoansAgent will use its best efforts to assist Borrower in obtaining an Assignee, PROVIDED, HOWEVER, that if more than one Bank requests that Borrower pay substantially and proportionately equal additional amounts under any such sections and Borrower elects to seek an Assignee(s) to assume the Commitments of any one of such affected Banks, Borrower must seek Assignee(s) to assume the Commitments of all of such affected Banks. Each Bank requesting compensation pursuant to Section 2.10, Section 3.01, or Section 3.03 hereof agrees to sell its Commitments, Advances, Notes and L/C Interest and assume the Commitment of such Bank interest in this Agreement in accordance with Section 10.07 to any such Assignee for an amount equal to the provisions sum of Section 9.06(C) the outstanding unpaid principal of and the Company may make written demand accrued interest on such Affected Bank (with a copy to the Agent) for the Affected Bank to assign, Advances and such Affected Bank shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Notes PLUS all other fees and Assumption Agreements five (5) Eurocurrency Business Days after the date of such demand, to one or more financial institutions which the Company or the Agent, as the case may be, shall have engaged for such purpose, all of such Affected Banks' rights and obligations under this Agreement and the other instruments, documents and agreements delivered or executed from time to time in connection herewith amounts (including, without limitation, its Commitment any compensation claimed by such Bank under any such sections) due such Bank hereunder calculated, in each case, to the date such Commitments, Advances, Notes and all Loans owing to itinterest are purchased. Upon such sale or prepayment, all of its participation interests in existing Swingline Loans and Letters of Credit and its obligation to participate in additional Swingline Loans and Letters of Credit hereunder) in accordance with Section 9.06(C). No such assignment by an Affected Bank shall be required unless with respect to such assignment the Affected said Bank shall have concurrently received, in cash, all amounts due and owing no further Commitment or other obligation to the Affected Bank Borrower hereunder or under any instruments, documents and agreements delivered or executed from time to time in connection herewith including, without limitation, the aggregate outstanding principal amount of the Loans and L/C Obligations owed to such Bank and any amounts in respect of Letters of Credit and Swingline Loans in which such Bank participated, together with accrued interest and fees through the date of such assignment, amounts payable under Sections 2.11(D), 2.12, 8.03 and 9.03 with respect to such Affected Bank and compensation payable under Section 2.07Note.

Substitution of Bank. If (i) any Bank shall have failed to fund its pro rata share of any Loan requested by any Borrower hereunder which such Bank is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) the obligation of any Bank to make Eurocurrency Euro-Dollar Loans has been suspended pursuant to Section 8.02 hereof, (ii) any Bank has demanded compensation under Section 8.03 or 8.04 hereof, (iii) any Bank has demanded compensation under Section 2.11(D2.05(f) or Section 8.03 hereof in an amount determined in good faith by the Borrower to be materially in excess of the amount demanded by other Banks, provided that in no event shall the aggregate Total Exposures of Banks replaced pursuant to this clause (any such Bank affected by clauses (i), (iiiii) exceed 30% of the aggregate Total Exposure of all Banks or (iii), herein an "Affected Bank")iv) any Bank has defaulted in its obligation to lend hereunder, the Company Borrower shall have the right, with the assistance if no Event of the AgentDefault then exists, to seek a mutually satisfactory substitute financial institution or institutions replace such Bank (which may be the "REPLACED BANK") hereunder with one or more other banks (collectively, the "REPLACEMENT BANK") acceptable to the Administrative Agent; provided that (i) at the time of any replacement pursuant to this Section 8.06, the Banks) to purchase the Loans, Notes and L/C Interest and assume the Commitment of such Replaced Bank in accordance with the provisions of Section 9.06(C) and the Company may make written demand on such Affected Bank (with a copy to the Agent) for the Affected Bank to assign, and such Affected Replacement Bank shall use commercially reasonable efforts to assign pursuant to enter into one or more duly executed Assignment and Assumption Agreements five Agreements, substantially in the form of Exhibit E hereto, pursuant to which the Replacement Bank shall acquire the Commitments and outstanding Loans of the Replaced Bank and, in connection therewith, shall pay (5to the extent not paid by the Borrower) Eurocurrency Business Days after to the date Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank, (B) an amount equal to all accrued, but theretofore unpaid, fees hereunder owing to the Replaced Bank and (C) an amount equal to the amount which would be payable by the Borrower to the Replaced Bank pursuant to Section 2.11 if the Borrower prepaid at the time of such demand, replacement all of the Loans of such Replaced Bank outstanding at such time and (ii) all obligations of the Borrower owing to one or more financial institutions the Replaced Bank (other than those specifically described in clause (i) above in respect of which the Company assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement. Upon the Agentexecution of the respective Assignment and Assumption Agreements, as the case may bepayment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall have engaged for such purposebecome a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder. The provisions of this Agreement (including without limitation Sections 2.11, all of such Affected Banks' 8.03, 8.04 and 9.03) shall continue to govern the rights and obligations under this Agreement and the other instruments, documents and agreements delivered or executed from time to time in connection herewith (including, without limitation, its Commitment and all Loans owing to it, all of its participation interests in existing Swingline Loans and Letters of Credit and its obligation to participate in additional Swingline Loans and Letters of Credit hereunder) in accordance with Section 9.06(C). No such assignment by an Affected a Replaced Bank shall be required unless with respect to any Loans made or any other actions taken by such assignment Bank while it was a Bank. Nothing in this Section 8.06 shall affect the Affected Bank shall have concurrently received, in cash, all amounts due and owing to the Affected Bank hereunder or under any instruments, documents and agreements delivered or executed from time to time in connection herewith including, without limitation, the aggregate outstanding principal amount rights of the Loans and L/C Obligations owed to such Borrower against any Bank and any amounts which defaults in respect of Letters of Credit and Swingline Loans in which such Bank participated, together with accrued interest and fees through the date of such assignment, amounts payable under Sections 2.11(D), 2.12, 8.03 and 9.03 with respect to such Affected Bank and compensation payable under Section 2.07its obligations hereunder.

Substitution of Bank. If (i) any Bank shall have failed to fund its pro rata share of any Loan requested by any Borrower hereunder which such Bank is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) the obligation of any Bank to make Eurocurrency Eurodollar Loans has been suspended pursuant to Section 8.02 or (iii) any Bank has demanded compensation under Section 2.11(D) or Section 8.03 8.03, (any such Bank affected by clauses (i), (ii) or (iii), herein an "Affected BankAFFECTED BANK"), the Company shall have the right, with the assistance of the Agent, to seek a mutually satisfactory substitute financial institution or institutions (which may be one or more of the Banks) to purchase the Loans, Loans and Notes and L/C Interest and assume the Commitment of such Bank in accordance with the provisions of Section 9.06(C) and the Company may make written demand on such Affected Bank (with a copy to the Agent) for the Affected Bank to assign, and such Affected Bank shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment and Assumption Agreements five (5) Eurocurrency Business Days after the date of such demand, to one or more financial institutions which the Company or the Agent, as the case may be, shall have engaged for such purposepurpose ("REPLACEMENT BANK"), all of such Affected Banks' Bank's rights and obligations under this Agreement and the other instruments, documents and agreements delivered or executed from time to time in connection herewith Loan Documents (including, without limitation, its Commitment and all Loans owing to it, all of its participation interests in existing Swingline Loans and Letters of Credit and its obligation to participate in additional Swingline Loans and Letters of Credit hereunder) in accordance with Section 9.06(C). No such assignment by an Affected Bank shall be required unless with respect to such assignment the Affected Bank shall have concurrently received, in cash, all amounts due and owing to the Affected Bank hereunder or under any instrumentsother Loan Document, documents and agreements delivered or executed from time to time in connection herewith including, without limitation, the aggregate outstanding principal amount of the Loans and L/C Obligations owed to such Bank and any amounts in respect of Letters of Credit and Swingline Loans in which such Bank participatedBank, together with accrued interest and fees through the date of such assignment, amounts payable under Sections 2.11(D), 2.12, 8.03 and 9.03 with respect to such Affected Bank and compensation payable under Section 2.07.

Substitution of Bank. If (i) any Bank shall have failed to fund its pro rata share of any Loan requested by any Borrower hereunder which such Bank is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) the obligation of any Bank to make Eurocurrency or maintain Euro-Currency Loans has been suspended pursuant to Section 8.02 or (iiiii) any Bank has demanded compensation under Section 2.11(D) 8.03 or is receiving increased payments or indemnification payments under Section 8.03 (any such Bank affected by clauses (i), (ii) 8.04 or (iii), herein an "Affected Bank")8.06, the Company shall have the right, with the assistance of the Agent, right to seek a mutually satisfactory substitute financial institution bank or institutions banks ("Substitute Banks"), which may be one or more of the Banks) Banks or one or more other banks satisfactory to the Agent, to purchase all (but not less than all) the Loans, Notes and L/C Interest and assume the Commitment participations in the Letter of Credit Exposure of such Bank in accordance with (the provisions of Section 9.06(C"Affected Bank") and and, if the Company may make written demand on such Affected Bank (with locates a copy to the Agent) for Substitute Bank, the Affected Bank shall, upon payment to assignit of the purchase price agreed between it and the Substitute Bank (or, failing such agreement, a purchase price in the amount of the outstanding principal amount of its Loans and such Affected Bank shall use commercially reasonable efforts accrued interest thereon to assign pursuant to one or more duly executed Assignment and Assumption Agreements five (5) Eurocurrency Business Days after the date of such demandpayment plus the Affected Bank's Applicable Percentage of all unreimbursed Letter of Credit Disbursements) plus any amount (other than principal and interest) then due to it or accrued for its account hereunder, to one or more financial institutions which the Company or the Agent, as the case may be, shall have engaged for such purpose, assign all of such Affected Banks' its rights and obligations under this Agreement and the other instrumentsNotes to the Substitute Bank, documents and agreements delivered or executed from time the Substitute Bank shall assume such rights and obligations, whereupon the Substitute Bank shall be a Bank party to time in connection herewith (including, without limitation, its Commitment this Agreement and shall have all Loans owing to it, all the rights and obligations of its participation interests in existing Swingline Loans and Letters of Credit and its obligation to participate in additional Swingline Loans and Letters of Credit hereunder) in accordance with Section 9.06(C)a Bank. No such Any assignment by an Affected Bank pursuant to this Section shall be required unless with respect to such assignment treated as a prepayment of the Affected Bank shall have concurrently received, in cash, all amounts due and owing to the Affected Bank hereunder or under any instruments, documents and agreements delivered or executed from time to time in connection herewith including, without limitation, the aggregate outstanding principal amount Bank's Fixed Rate Loans for purposes of the Loans and L/C Obligations owed to such Bank and any amounts in respect of Letters of Credit and Swingline Loans in which such Bank participated, together with accrued interest and fees through the date of such assignment, amounts payable under Sections 2.11(D), 2.12, 8.03 and 9.03 with respect to such Affected Bank and compensation payable under Section 2.072.14.

Substitution of Bank. If (i) any Bank shall have failed to fund its pro rata share of any Loan requested by any Borrower hereunder which such Bank is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) the obligation of any Bank to make Eurocurrency Loans has been suspended pursuant to Section 8.02 or (iii) any Bank has demanded compensation under Section 2.11(D) or Section 8.03 (any such Bank affected by clauses (i), (ii) or (iii), herein an "Affected Bank"), the Company shall have the right, with the assistance of the Agent, to seek a mutually satisfactory substitute financial institution or institutions (which may be one or more of the Banks) to purchase the Loans, Notes and L/C Interest and assume the Commitment of such Bank in accordance with the provisions of Section 9.06(C) and the Company may make written demand on such Affected Bank (with a copy to the Agent) for the Affected Bank to assign, and such Affected Bank shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment and Assumption Agreements five (5) Eurocurrency Business Days after the date of such demand, to one or more financial institutions which the Company or the Agent, as the case may be, shall have engaged for such purposepurpose ("Replacement Bank"), all of such Affected Banks' Bank's rights and obligations under this Agreement and the other instruments, documents and agreements delivered or executed from time to time in connection herewith (including, without limitation, its Commitment and all Loans owing to it, all of its participation interests in existing Swingline Loans and Letters of Credit and its obligation to participate in additional Swingline Loans and Letters of Credit hereunder) in accordance with Section 9.06(C). No such assignment by an Affected Bank shall be required unless with respect to such assignment the Affected Bank shall have concurrently received, in cash, all amounts due and owing to the Affected Bank hereunder or under any instruments, documents and agreements delivered or executed from time to time in connection herewith including, without limitation, the aggregate outstanding principal amount of the Loans and L/C Obligations owed to such Bank and any amounts in respect of Letters of Credit and Swingline Loans in which such Bank participated, together with accrued interest and fees through the date of such assignment, amounts payable under Sections 2.11(D), 2.12, 8.03 and 9.03 with respect to such Affected Bank and compensation payable under Section 2.07.. 57 SIDLEY ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇

Substitution of Bank. If (i) any Bank shall have failed to fund its pro rata share of any Loan requested by any Borrower hereunder which such Bank is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) the obligation of any Bank to make Eurocurrency Eurodollar Loans has been suspended pursuant to Section 8.02 or (iii) any Bank has demanded compensation under Section 2.11(D) or Section 8.03 8.03, (any such Bank affected by clauses (i), (ii) or (iii), herein an "Affected Bank"), the Company shall have the right, with the assistance of the Agent, to seek a mutually satisfactory substitute financial institution or institutions (which may be one or more of the Banks) to purchase the Loans, Loans and Notes and L/C Interest and assume the Commitment of such Bank in accordance with the provisions of Section 9.06(C) and the Company may make written demand on such Affected Bank (with a copy to the Agent) for the Affected Bank to assign, and such Affected Bank shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment and Assumption Agreements five (5) Eurocurrency Eurodollar Business Days after the date of such demand, to one or more financial institutions which the Company or the Agent, as the case may be, shall have engaged for such purposepurpose ("Replacement Bank"), all of such Affected Banks' Bank's rights and obligations under this Agreement and the other instruments, documents and agreements delivered or executed from time to time in connection herewith (including, without limitation, its Commitment and all Loans owing to it, all of its participation interests in existing Swingline Loans and Letters of Credit and its obligation to participate in additional Swingline Loans and Letters of Credit hereunder) in accordance with Section 9.06(C). No such assignment by an Affected Bank shall be required unless with respect to such assignment the Affected Bank shall have concurrently received, in cash, all amounts due and owing to the Affected Bank hereunder or under any other instruments, documents and agreements delivered or executed from time to time in connection herewith herewith, including, without limitation, the aggregate outstanding principal amount of the Loans and L/C Obligations owed to such Bank and any amounts in respect of Letters of Credit and Swingline Loans in which such Bank participatedBank, together with accrued interest and fees through the date of such assignment, amounts payable under Sections 2.11(D), 2.12, 8.03 and 9.03 with respect to such Affected Bank and compensation payable under Section 2.07.

Substitution of Bank. (a) If (i) any Bank shall have failed to fund its pro rata share of any Loan requested by any Borrower hereunder which such Bank is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) the obligation of any Bank to make Eurocurrency or maintain Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (iiiii) any Bank (or any Participant in its Loans) has demanded compensation under Section 2.11(D) 8.03 or Section 8.03 8.04, the Borrower shall have the right to seek a bank or banks (any such Bank affected by clauses (i), (ii) or (iii), herein an "Affected BankSubstitute Banks"), the Company shall have the right, with the assistance of the Agent, to seek a mutually satisfactory substitute financial institution or institutions (which may be one or more of the Banks) Banks or one or more other banks satisfactory to the Agent, to purchase the Loans, Notes and L/C Interest Loan or Loans and assume the Commitment of such Bank in accordance with (the provisions of Section 9.06(C"Affected Bank") and and, if the Company may make written demand on such Affected Bank (with Borrower locates a copy to the Agent) for Substitute Bank, the Affected Bank shall, upon payment to assignit of the purchase price agreed between it and the Substitute Bank (or, failing such agreement, a purchase price in the amount of the outstanding principal amount of its Loans and such Affected Bank shall use commercially reasonable efforts accrued interest thereon to assign pursuant to one or more duly executed Assignment and Assumption Agreements five (5) Eurocurrency Business Days after the date of such demandpayment) plus any amount (other than principal and interest) then due to it or accrued for its account hereunder, to one or more financial institutions which the Company or the Agent, as the case may be, shall have engaged for such purpose, assign all of such Affected Banks' its rights and obligations under this Agreement and the other instrumentsNotes, documents and agreements delivered or executed from time to time in connection herewith (including, without limitation, including its Commitment and its Loans) to the Substitute Bank, and the Substitute Bank shall assume such rights and obligations, whereupon the Substitute Bank shall be a Bank party to this Agreement and shall have all Loans owing the rights and obligations of a Bank with a Commitment equal to itthe Commitment so assigned and assumed. (b) Notwithstanding the provisions of subsection (a) above, all of its participation interests in existing Swingline Loans and Letters of Credit and its obligation to participate in additional Swingline Loans and Letters of Credit hereunder) in accordance with Section 9.06(C). No such assignment by if an Affected Bank shall have outstanding Money Market Loans at the time it is required to assign its rights and obligations under this Agreement and any Note or Notes to a Substitute Bank, such Affected Bank shall not be required unless obligated to so assign its rights with respect to such assignment Money Market Loans prior to the Affected maturity date thereof and shall not be obligated to deliver its Note or Notes (if any) to the Substitute Bank until it shall have concurrently received, in cash, all amounts due and owing received a new Note or Notes from the Borrower to the Affected Bank hereunder or under any instruments, documents and agreements delivered or executed from time to time in connection herewith including, without limitation, the aggregate outstanding principal amount of the Loans and L/C Obligations owed to evidence such Bank and any amounts in respect of Letters of Credit and Swingline Loans in which such Bank participated, together with accrued interest and fees through the date of such assignment, amounts payable under Sections 2.11(D), 2.12, 8.03 and 9.03 with respect to such Affected Bank and compensation payable under Section 2.07Money Market Loans.

Substitution of Bank. (a) If the Bank Rating of the Bank is reduced below A by S&P or A2 by ▇▇▇▇▇'▇, then, at the request of the Company, the Bank shall use its best efforts to take one of the following actions (at its option): (i) arrange for another bank (the "Replacement Bank") to succeed to the Bank's rights (other than the Reserved Rights relating to matters that arose before such succession, the Bank's rights to be reimbursed for LC Disbursements under Letters of Credit outstanding at the time of such succession and the Bank's rights to the Letter of Credit Account and any monies and investments therein at the time of such succession) and obligations hereunder and under the Deposit Account Agreement (including with respect to the Deposit Account), the Note Purchase Agreement and the Notes (such rights other than as aforesaid) and obligations being referred to herein as the "Transferred Interests"), all on terms and conditions agreeable to the Company, acting reasonably, or (ii) arrange for another bank (the "Fronting Bank") to confirm Letters of Credit issued by the Bank or to issue letters of credit to the Company's beneficiaries with the support of a back-to-back Letter of Credit issued by the Bank, on terms and conditions agreeable to the Company, acting reasonably. Any proposed Replacement Bank shall be subject to the approval of the Company and the Required Holders, unless such Replacement Bank shall have failed a Bank Rating of A or higher by S&P or A2 or higher by ▇▇▇▇▇'▇, in which case such approval shall not be required. (b) Upon (i) the Replacement Bank executing and delivering an assignment and assumption agreement satisfactory in form and substance to fund its pro rata share the Bank, the Company, the Collateral Agent and the Required Holders pursuant to which the Bank shall assign, and the Replacement Bank shall accept and assume, all of any Loan requested by any Borrower hereunder which such Bank is obligated to fund under the terms of this Agreement and which failure has not been curedTransferred Interests, (ii) the obligation Company delivering to the Bank cash collateral (which the Bank shall release when all Letters of any Credit issued by the Bank have expired or been terminated and all reimbursement obligations in respect thereof have been paid) in an amount equal to make Eurocurrency Loans has been suspended pursuant the Aggregate Undrawn LC Amount to Section 8.02 or cover the Bank's exposure under the Letters of Credit then outstanding, and (iii) any the Company paying to the Bank has demanded compensation under Section 2.11(D) or Section 8.03 (any such all amounts owing by the Company to the Bank affected by clauses (i), (ii) or (iii), herein an "Affected Bank")hereunder other than in respect of the Transferred Interests, the Company Replacement Bank shall have be deemed to be the rightBank for all purposes with respect to the Transferred Interests and ABN AMRO Bank N.V. shall be released from any liability with respect to the Transferred Interests. Thereafter, with ABN AMRO Bank N.V. shall not be required to allow the assistance automatic extension or renewal of any Evergreen Letter of Credit or the automatic increase or reinstatement of the Agent, to seek a mutually satisfactory substitute financial institution or institutions amount any Revolving Letter of Credit. (which may be one or more of the Banksc) to purchase the Loans, Notes and L/C Interest and assume the Commitment of such Bank in accordance with the provisions of Section 9.06(C) and the The Company may make written demand on such Affected Bank (with a copy to the Agent) for the Affected Bank to assign, and such Affected Bank shall will use commercially reasonable efforts to assign pursuant assist the Bank to one identify a Replacement Bank or more duly executed Assignment and Assumption Agreements five (5) Eurocurrency Business Days after the date of such demand, to one or more financial institutions which the Company or the Agent, as the case may be, shall have engaged for such purpose, all of such Affected Banks' rights and obligations under this Agreement and the other instruments, documents and agreements delivered or executed from time to time in connection herewith (including, without limitation, its Commitment and all Loans owing to it, all of its participation interests in existing Swingline Loans and Letters of Credit and its obligation to participate in additional Swingline Loans and Letters of Credit hereunder) in accordance with Section 9.06(C). No such assignment by an Affected Bank shall be required unless with respect to such assignment the Affected Bank shall have concurrently received, in cash, all amounts due and owing to the Affected Bank hereunder or under any instruments, documents and agreements delivered or executed from time to time in connection herewith including, without limitation, the aggregate outstanding principal amount of the Loans and L/C Obligations owed to such a Fronting Bank and any amounts to obtain its agreement to act in respect of Letters of Credit and Swingline Loans in which such Bank participated, together with accrued interest and fees through the date of such assignment, amounts payable under Sections 2.11(D), 2.12, 8.03 and 9.03 with respect to such Affected Bank and compensation payable under Section 2.07capacity.

Substitution of Bank. (a) If (i) any Bank shall have failed to fund its pro rata share of any Loan requested by any Borrower hereunder which such Bank is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) the obligation of any Bank to make Eurocurrency or maintain EuroDollar Loans has been suspended pursuant to Section 8.02 or (iiiii) any Bank (or any Participant in its Loans) has demanded compensation under Section 2.11(D) 8.03 or Section 8.03 8.04, the Borrower shall have the right to seek a bank or banks (any such Bank affected by clauses (i), (ii) or (iii), herein an "Affected BankSubstitute Banks"), the Company shall have the right, with the assistance of the Agent, to seek a mutually satisfactory substitute financial institution or institutions (which may be one or more of the Banks) Banks or one or more other banks satisfactory to the Agent, to purchase the Loans, Notes and L/C Interest Loan or Loans and assume the Commitment of such Bank in accordance with (the provisions of Section 9.06(C"Affected Bank") and and, if the Company may make written demand on such Affected Bank (with Borrower locates a copy to the Agent) for Substitute Bank, the Affected Bank shall, upon payment to assignit of the purchase price agreed between it and the Substitute Bank (or, failing such agreement, a purchase price in the amount of the outstanding principal amount of its Loans and such Affected Bank shall use commercially reasonable efforts accrued interest thereon to assign pursuant to one or more duly executed Assignment and Assumption Agreements five (5) Eurocurrency Business Days after the date of such demandpayment) plus any amount (other than principal and interest) then due to it or accrued for its account hereunder, to one or more financial institutions which the Company or the Agent, as the case may be, shall have engaged for such purpose, assign all of such Affected Banks' its rights and obligations under this Agreement and the other instrumentsNotes, documents and agreements delivered or executed from time to time in connection herewith (including, without limitation, including its Commitment and its Loans) to the Substitute Bank, and the Substitute Bank shall assume such rights and obligations, whereupon the Substitute Bank shall be a Bank party to this Agreement and shall have all Loans owing the rights and obligations of a Bank with a Commitment equal to itthe Commitment so assigned and assumed. (b) Notwithstanding the provisions of subsection (a) above, all of its participation interests in existing Swingline Loans and Letters of Credit and its obligation to participate in additional Swingline Loans and Letters of Credit hereunder) in accordance with Section 9.06(C). No such assignment by if an Affected Bank shall have outstanding Money Market Loans at the time it is required to assign its rights and obligations under this Agreement and any Note or Notes to a Substitute Bank, such Affected Bank shall not be required unless obligated to so assign its rights with respect to such assignment Money Market Loans prior to the Affected maturity date thereof and shall not be obligated to deliver its Note or Notes (if any) to the Substitute Bank until it shall have concurrently received, in cash, all amounts due and owing received a new Note or Notes from the Borrower to the Affected Bank hereunder or under any instruments, documents and agreements delivered or executed from time to time in connection herewith including, without limitation, the aggregate outstanding principal amount of the Loans and L/C Obligations owed to evidence such Bank and any amounts in respect of Letters of Credit and Swingline Loans in which such Bank participated, together with accrued interest and fees through the date of such assignment, amounts payable under Sections 2.11(D), 2.12, 8.03 and 9.03 with respect to such Affected Bank and compensation payable under Section 2.07Money Market Loans.

Substitution of Bank. If (i) any Bank shall have failed to fund its pro rata share of any Loan requested by any Borrower hereunder which such Bank is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) the obligation of any Bank to make Eurocurrency Term SOFR Loans or Euro-Currency Loans has been suspended pursuant to Section 8.02 or 8.2, (iiiii) any Bank has demanded compensation under Section 2.11(D) or Section 8.03 (any such Bank affected by clauses (i)8.3, (iiiii) any Borrower is obligated to pay an additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 2.15, (iv) any Bank is a Defaulting Bank or (iii)v) any Bank has failed to consent to a proposed amendment, herein an "Affected Bank")waiver, discharge or termination that under Section 9.5 requires the consent of all the Banks (or all the affected Banks or all the Banks of the affected Class) and with respect to which the Required Banks (or, in circumstances where Section 9.5 does not require the consent of the Required Banks, a Majority in Interest of the Banks of the affected Class) shall have granted their consent, in each case, the Company Borrowers shall have the right, with the assistance of the AgentAdministrative Agent and at the sole expense of the applicable Borrower or the applicable Additional Borrower (except, in the case of clause (v), at the sole expense of the applicable Defaulting Bank), to seek a mutually satisfactory substitute financial institution bank or institutions banks (which may be one or more of the Banks) ), mutually satisfactory to the applicable Borrower or applicable Additional Borrower and the Administrative Agent, to purchase the Loans, Loans and Notes and L/C Interest (as applicable) and assume the Commitment Commitments of such Bank Bank, in accordance with each case, of the provisions of Section 9.06(C) and the Company may make written demand on such Affected Bank (with a copy relevant Class. The Borrowers shall give reasonable advance notice to the Agent) for the Affected Bank to assign, and be so substituted; provided that the failure to give such Affected Bank notice shall use commercially reasonable efforts to assign not affect the rights of the Borrowers pursuant to one or more duly executed Assignment and Assumption Agreements five (5) Eurocurrency Business Days after the date of such demand, to one or more financial institutions which the Company or the Agent, as the case may be, shall have engaged for such purpose, all of such Affected Banks' rights and obligations under this Agreement and the other instruments, documents and agreements delivered or executed from time to time in connection herewith (including, without limitation, its Commitment and all Loans owing to it, all of its participation interests in existing Swingline Loans and Letters of Credit and its obligation to participate in additional Swingline Loans and Letters of Credit hereunder) in accordance with Section 9.06(C). No such assignment by an Affected Bank shall be required unless with respect to such assignment the Affected Bank shall have concurrently received, in cash, all amounts due and owing to the Affected Bank hereunder or under any instruments, documents and agreements delivered or executed from time to time in connection herewith including, without limitation, the aggregate outstanding principal amount of the Loans and L/C Obligations owed to such Bank and any amounts in respect of Letters of Credit and Swingline Loans in which such Bank participated, together with accrued interest and fees through the date of such assignment, amounts payable under Sections 2.11(D), 2.12, 8.03 and 9.03 with respect to such Affected Bank and compensation payable under Section 2.078.5.

Substitution of Bank. (a) If (i) any Bank shall have failed to fund its pro rata share of any Loan requested by any Borrower hereunder which such Bank is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) the obligation of any Bank to make Eurocurrency or maintain Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (iiiii) any Bank (or any Participant in its Loans) has demanded compensation under Section 2.11(D2.16(b) or Section 8.03 (any such Bank affected by clauses (i), (ii) or (iii), herein an "Affected Bank")8.03, the Company shall have the right, with the assistance of the Agent, right to seek a mutually satisfactory substitute financial institution bank or institutions banks (each a "Substitute Bank"), which may be one or more of the Banks) Banks or one or more other banks reasonably satisfactory to the Agent, to purchase the Loans, Notes and L/C Interest and assume the Commitment of such Bank in accordance with (the provisions of Section 9.06(C"Affected Bank") and and, if the Company may make written demand on such Affected Bank (with a copy to the Agent) for locates one or more Substitute Banks, the Affected Bank shall, upon payment to assignit of the purchase price agreed between it and the Substitute Bank or Banks (or, failing such agreement, a purchase price in the amount of the outstanding principal amount of its Loans and such Affected Bank shall use commercially reasonable efforts accrued interest thereon to assign pursuant to one or more duly executed Assignment and Assumption Agreements five (5) Eurocurrency Business Days after the date of such demandpayment) plus any amount (other than principal and interest) then due to it or accrued for its account hereunder, to one or more financial institutions which the Company or the Agent, as the case may be, shall have engaged for such purpose, assign all of such Affected Banks' its rights and obligations under this Agreement and the other instrumentsNotes (including its Commitment) to the Substitute Bank or Banks, documents and agreements delivered the Substitute Bank or executed from time Banks shall assume such rights and obligations, whereupon (i) the commitment of each Substitute Bank that is already a Bank shall be increased by the portion of the Affected Bank's Commitment so assigned to time in connection herewith and assumed by it and (includingii) each Substitute Bank that is not already a Bank shall become a Bank party to this Agreement and shall acquire all the rights and obligations of a Bank with a Commitment equal to the portion of the Affected Bank's Commitment so assigned to and assumed by it. (b) Notwithstanding the provisions of subsection (a) above, without limitation, its Commitment and all Loans owing to it, all of its participation interests in existing Swingline Loans and Letters of Credit and its obligation to participate in additional Swingline Loans and Letters of Credit hereunder) in accordance with Section 9.06(C). No such assignment by if an Affected Bank shall have outstanding Money Market Loans at the time it is required to assign its rights and obligations under this Agreement and its Note or Notes to one or more Substitute Banks, such Affected Bank shall not be required unless obligated to so assign its rights with respect to such assignment Money Market Loans prior to the Affected maturity date thereof and shall not be obligated to deliver its Note or Notes to the Substitute Bank or Banks until it shall have concurrently received, in cash, all amounts due and owing received a new Note or Notes from the relevant Borrowers to the Affected Bank hereunder or under any instruments, documents and agreements delivered or executed from time to time in connection herewith including, without limitation, the aggregate outstanding principal amount of the Loans and L/C Obligations owed to evidence such Bank and any amounts in respect of Letters of Credit and Swingline Loans in which such Bank participated, together with accrued interest and fees through the date of such assignment, amounts payable under Sections 2.11(D), 2.12, 8.03 and 9.03 with respect to such Affected Bank and compensation payable under Section 2.07Money Market Loans.

Substitution of Bank. If (i) any Bank shall have failed to fund its pro rata share of any Loan requested by any Borrower hereunder which such Bank is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) the obligation of any Bank to make Eurocurrency Eurodollar Loans has been suspended pursuant to Section 8.02 or (iii) any Bank has demanded compensation under Section 2.11(D) or Section 8.03 8.03, (any such Bank affected by clauses (i), (ii) or (iii), herein an "Affected Bank"), the Company shall have the right, with the assistance of the Agent, to seek a mutually satisfactory substitute financial institution or institutions (which may be one or more of the Banks) to purchase the Loans, Loans and Notes and L/C Interest and assume the Commitment of such Bank in accordance with the provisions of Section 9.06(C) and the Company may make written demand on such Affected Bank (with a copy to the Agent) for the Affected Bank to assign, and such Affected Bank shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment and Assumption Agreements five (5) Eurocurrency Eurodollar Business Days after the date of such demand, to one or more financial institutions which the Company or the Agent, as the case may be, shall have engaged for such purposepurpose ("Replacement Bank"), all of such Affected Banks' Bank's rights and obligations under this Agreement and the other instruments, documents and agreements delivered or executed from time to time in connection herewith (including, without limitation, its Commitment and all Loans owing to it, all of its participation interests in existing Swingline Loans and Letters of Credit and its obligation to participate in additional Swingline Loans and Letters of Credit hereunder) in accordance with Section 9.06(C). No such assignment by an Affected Bank shall be required 41 SIDLEY ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ unless with respect to such assignment the Affected Bank shall have concurrently received, in cash, all amounts due and owing to the Affected Bank hereunder or under any other instruments, documents and agreements delivered or executed from time to time in connection herewith herewith, including, without limitation, the aggregate outstanding principal amount of the Loans and L/C Obligations owed to such Bank and any amounts in respect of Letters of Credit and Swingline Loans in which such Bank participatedBank, together with accrued interest and fees through the date of such assignment, amounts payable under Sections 2.11(D), 2.12, 8.03 and 9.03 with respect to such Affected Bank and compensation payable under Section 2.07.