Common use of Replacement of Issuing Bank Clause in Contracts

Replacement of Issuing Bank. The Issuing Bank may resign as Issuing Bank upon 30 days’ prior written notice (or such shorter time as the parties may agree) to the Administrative Agent, the Lenders and the Borrower. The Issuing Bank may be replaced, upon 30 days’ prior written notice (or such shorter time as the parties may agree) by written agreement among the Borrower, Administrative Agent, the replaced Issuing Bank (provided that no consent will be required if the replaced Issuing Bank has no Letters of Credit or Reimbursement Obligations with respect thereto outstanding) and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Bank. At the time any such replacement or resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank. From and after the effective date of any such replacement or resignation, (i) any successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. In connection with the replacement of the Issuing Bank, the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such replacement or make other arrangements reasonably satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. After the resignation of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation until such Letters of Credit expire or are fully drawn or terminated, but shall not be required to issue additional Letters of Credit.

Replacement of Issuing Bank. The Issuing Bank may resign as Issuing Bank upon 30 days’ prior written notice (or such shorter time as the parties may agreeA) to the Administrative Agent, the Lenders and the Borrower. The Any Issuing Bank may be replaced, upon 30 days’ prior written notice (or such shorter replaced at any time as the parties may agree) by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank (provided that no consent will be required if the replaced Issuing Bank has no Letters of Credit or Reimbursement Obligations with respect thereto outstanding) and the successor Issuing Bank, whereupon the successor Issuing Bank shall be joined to this Agreement as an Issuing Bank hereunder. The Administrative Agent shall notify the Revolving Lenders of any such replacement of such the Issuing Bank. At the time any such replacement or resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing BankBank pursuant to Section 2.11(b). From and after the effective date of any such replacement or resignationreplacement, (i) any the successor Issuing Bank shall have all the rights and obligations of an the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous or then-existing Issuing Bank, or to such successor and all previous and then-existing Issuing Banks, as the context shall require. In connection require and in accordance with the replacement definition of the “Issuing Bank, the successor Issuing Bank shall issue letters of credit ” in substitution for the Letters of Credit, if any, outstanding at the time of such replacement or make other arrangements reasonably satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditSection 1.01. After the resignation replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and issued by it prior to such resignation until such Letters of Credit expire or are fully drawn or terminatedreplacement, but shall not be required to issue additional Letters of Credit. (B) Subject to the appointment, acceptance and joinder of a successor Issuing Bank with respect to the entire Letter of Credit Commitment of an Issuing Bank as provided by clause (A) above, such Issuing Bank may resign as an Issuing Bank at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Revolving Lenders.

Replacement of Issuing Bank. The Issuing Bank may resign as Issuing Bank upon 30 days’ prior written notice (or such shorter time as the parties may agree) to the Administrative Agent, the Lenders and the Borrower. The Issuing Bank may be replaced, upon 30 days’ prior written notice (or such shorter time as the parties may agree) by written agreement among the Borrower, Administrative Agent, the replaced Issuing Bank (provided that no consent of the replaced Issuing Bank will be required if the replaced Issuing Bank has no Letters of Credit or Reimbursement Obligations Obligationsreimbursement obligations with respect thereto outstanding) and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Bank. At the time any such replacement or resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank. From and after the effective date of any such replacement or resignation, (i) any successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. In connection with the replacement of the Issuing Bank, the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such replacement or make other arrangements reasonably satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. After the resignation of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation until such Letters of Credit expire or are fully drawn or terminated, but shall not be required to issue additional Letters of Credit.

Replacement of Issuing Bank. The (a) If an Obligor becomes obliged to repay any amount in accordance with Clause 8.2 (Illegality in relation to Issuing Bank may resign as Bank) or to pay additional amounts pursuant to Clause 15.1 (Increased costs), Clause 14.2 (Tax gross-up) or Clause 14.3 (Tax indemnity) to the Issuing Bank upon 30 daysBank, then the Company may, on 20 Business Days’ prior written notice (or such shorter time as the parties may agree) to the Administrative AgentAgent and the Issuing Bank and subject to the Company obtaining the prior approval of the Beneficiary, replace the Issuing Bank by the Company requiring the Issuing Bank to (and, to the extent permitted by law, the Lenders and the Borrower. The Issuing Bank may be replacedshall) transfer all (and not part only) of its rights and obligations under this Agreement to a bank, upon 30 days’ prior written notice financial institution, trust, fund or other entity (or such shorter time as a “Replacement Issuing Bank”) selected by the parties may agree) by written agreement among Company which confirms its willingness to assume and does assume all the Borrower, Administrative Agent, obligations of the replaced transferring Issuing Bank (provided that no consent will be required if for a purchase price in cash payable at the replaced time of transfer in an amount equal to the outstanding fees and other amounts due to the Issuing Bank has no Letters of Credit or Reimbursement Obligations with respect thereto outstandingunder the Finance Documents. (b) and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of such the Issuing Bank. At Bank pursuant to this Clause 39.5 shall be subject to the time any such replacement or resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank. From and after the effective date of any such replacement or resignation, following conditions: (i) any successor the Company shall have no right to replace the Agent or Security Agent; (ii) neither the Agent nor the Issuing Bank shall have all any obligation to the Company to find a Replacement Issuing Bank; (iii) in no event shall the Issuing Bank replaced under Clause 39.6 be required to pay or surrender to such Replacement Issuing Bank any of the fees received by the Issuing Bank pursuant to the Finance Documents; (iv) the Issuing Bank shall only be obliged to transfer its rights and obligations of an pursuant to paragraph (a) above once (x) it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer and (y) each Lender is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer; (v) Sumitomo Mitsui Banking Corporation may not be replaced as Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter unless it is also replaced as a Lender and (iiif requested by Sumitomo Mitsui Banking Corporation in its capacity as the Agent) references herein as the Agent and the Security Agent; (vi) the Company shall procure that the Beneficiary agrees to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. In connection with the replacement cancellation of the Bank Guarantee issued by the transferring Issuing Bank, the successor return to the transferring Issuing Bank shall issue letters of credit the original Bank Guarantee and the issuance of a replacement Bank Guarantee by the Replacement Issuing Bank; and (vii) the Agent is satisfied it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations in substitution for the Letters of Credit, if any, outstanding at the time of such replacement or make other arrangements reasonably satisfactory relation to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. After the resignation of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto transfer to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Replacement Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation until such Letters of Credit expire or are fully drawn or terminated, but shall not be required to issue additional Letters of CreditBank.

Replacement of Issuing Bank. The Issuing Bank may resign as Issuing Bank upon 30 days’ prior written notice (or such shorter time as the parties may agree) to the Administrative Agent, the Lenders and the Borrower1. The Any Issuing Bank may be replaced, upon 30 days’ prior written notice (or such shorter replaced at any time as the parties may agree) by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank (provided that no consent will be required if the replaced Issuing Bank has no Letters of Credit or Reimbursement Obligations with respect thereto outstanding) and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of such any Issuing Bank. At the time any such replacement or resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing BankBank pursuant to Section 2.12(b). From and after the effective date of any such replacement or resignationreplacement, (i) any the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. In connection with After the replacement of the Issuing Bank, the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such replacement or make other arrangements reasonably satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. After the resignation of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and issued by it prior to such resignation until such Letters of Credit expire or are fully drawn or terminatedreplacement, but shall not be required to issue additional Letters of Credit or extend or otherwise amend any existing Letter of Credit. 2. Subject to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bank at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Revolving Lenders, in which case, such resigning Issuing Bank shall be replaced in accordance with Section 2.06(i)(A) above.

Replacement of Issuing Bank. The Issuing Bank may resign as Issuing Bank upon 30 days’ prior written notice (or such shorter time as the parties may agree) to the Administrative Agent, the Lenders and the Borrower. The Issuing Bank may be replacedreplaced at any time, upon 30 days’ prior written notice or may assign all or any portion of its Letters of Credit to a successor Issuing Bank (which, in the case of a replacement of or such shorter time as assignment, the parties may agreesuccessor Issuing Bank shall be an Acceptable Issuing Bank) by written agreement among (i) the BorrowerCompany, Administrative Agent(ii) the successor Issuing Bank and (iii) in the case of an assignment, the assigning Issuing Bank, or in the case of a replacement, if at such time the Issuing Bank being replaced is an Acceptable Issuing Bank, the replaced Issuing Bank (provided as applicable), and upon notice to the Administrative Agent; provided, however, that no consent will written agreement shall be required if by the assigning Issuing Bank or the replaced Issuing Bank has in clause (iii) if the replaced or assigning Issuing Bank is no Letters of Credit or Reimbursement Obligations with respect thereto outstanding) and the successor longer an Acceptable Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement or resignation of such an Issuing Bank. At the time any such replacement or resignation assignment shall become effective, the Borrower Company shall pay all unpaid fees and all other amounts payable hereunder, if any, accrued for the account of the replaced or assigning Issuing BankBank pursuant to Section 2.4. From and after the effective date of any such replacement or resignationassignment, (i) any the successor Issuing Bank shall have all the rights and obligations of an the replaced or assigning Issuing Bank under this Agreement with respect to the Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall requirethereafter. In connection with After the replacement of the Issuing Bank, the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such replacement or make other arrangements reasonably satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. After the resignation of assignment by an Issuing Bank hereunder, (A) the Company shall use reasonable commercial efforts to replace the outstanding Letters of Credit issued by the replaced or assigning Issuing Bank by a Letter of Credit or Letters of Credit issued by the successor Issuing Bank and in the relevant amounts, and (B) the replaced or assigning Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation until such Letters of Credit expire replacement or are fully drawn or terminatedassignment, but shall not be required to issue additional Letters of CreditCredit to the extent replaced or so assigned.

Replacement of Issuing Bank. The Issuing Bank may resign as Issuing Bank upon 30 days’ prior written notice (or such shorter time as the parties may agreeA) to the Administrative Agent, the Lenders and the Borrower. The Any Issuing Bank may be replaced, upon 30 days’ prior written notice (or such shorter replaced at any time as the parties may agree) by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank (provided that no consent will be required if the replaced Issuing Bank has no Letters of Credit or Reimbursement Obligations with respect thereto outstanding) and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of such any Issuing Bank. At the time any such replacement or resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing BankBank pursuant to Section 2.12(b). From and after the effective date of any such replacement or resignationreplacement, (i) any the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. In connection with After the replacement of the Issuing Bank, the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such replacement or make other arrangements reasonably satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. After the resignation of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and issued by it prior to such resignation until such Letters of Credit expire or are fully drawn or terminatedreplacement, but shall not be required to issue additional Letters of Credit. (B) Subject to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bank at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Revolving Lenders, in which case, such Issuing Bank shall be replaced in accordance with Section 2.06(i)(A) above.

Replacement of Issuing Bank. The (A) Any Issuing Bank may resign as Issuing Bank upon 30 days’ prior be replaced at any time by written notice (or such shorter time as agreement among the parties may agree) to applicable Borrower, the Administrative Agent, the Lenders and the Borrower. The successor Issuing Bank may be replacedand, upon 30 days’ prior written notice (or such shorter time as the parties may agree) by written agreement among the Borrower, Administrative Agent, unless the replaced Issuing Bank (provided is a Defaulting Lender that no consent will be required if is not responsive to a request for such written agreement after reasonable notice, the replaced Issuing Bank has no Letters of Credit or Reimbursement Obligations with respect thereto outstanding) and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of such any Issuing Bank. At the time any such replacement or resignation shall become effective, the Borrower Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing BankBank pursuant to Section 2.12(b). From and after the effective date of any such replacement or resignationreplacement, (i) any the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued by such successor Issuing Bank thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. In connection with After the replacement of the Issuing Bank, the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such replacement or make other arrangements reasonably satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. After the resignation of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and issued by it prior to such resignation until such Letters of Credit expire or are fully drawn or terminatedreplacement, but shall not be required to issue additional Letters of Credit. (B) Subject to the appointment and acceptance of a successor Issuing Bank, an Issuing Bank may resign as an Issuing Bank at any time upon thirty days’ prior written notice to the Administrative Agent, the Company and the Lenders, in which case, such Issuing Bank shall be replaced in accordance with Section 2.06(i)(A) above.

Replacement of Issuing Bank. The An Issuing Bank may resign as Issuing Bank upon 30 days’ days prior written notice (or such shorter time as to the parties may agree) to Borrowers and the Administrative Agent, the Lenders and the Borrower. The An Issuing Bank may be replaced, upon 30 days’ prior written notice (or such shorter replaced at any time as the parties may agree) by written agreement among the BorrowerBorrowers, the Administrative Agent, the replaced Issuing Bank (provided provided, that no consent of the replaced Issuing Bank will be required if the replaced Issuing Bank it has no Letters of Credit or Reimbursement Obligations with respect thereto outstanding) and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such resignation or replacement of such Issuing Bank. At the time any such resignation or replacement or resignation shall become effective, the Initial Borrower and any Additional US Revolving Borrower, and, in the case of a Multicurrency Tranche Letter of Credit obtained by any Borrower, such Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing BankBank pursuant to Section 2.13(b). From and after the effective date of any such replacement or resignationreplacement, (i) any the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. In connection with the replacement of the Issuing Bank, the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such replacement or make other arrangements reasonably satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. After the resignation or replacement of an Issuing Bank hereunder, the resigned or replaced Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation until such Letters of Credit expire or are fully drawn or terminatedreplacement, but shall not be required to renew existing Letters of Credit or issue additional Letters of Credit.

Replacement of Issuing Bank. The Issuing Bank may resign as Issuing Bank upon 30 days’ prior written notice (or such shorter time as the parties may agreeA) to the Administrative Agent, the Lenders and the Borrower. The Any Issuing Bank may be replaced, upon 30 days’ prior written notice (or such shorter replaced at any time as the parties may agree) by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank (provided that no consent will be required if the replaced Issuing Bank has no Letters of Credit or Reimbursement Obligations with respect thereto outstanding) and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of such any Issuing Bank. At the time any such replacement or resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing BankBank (in its capacity as such) pursuant to Section 2.12(b). From and after the effective date of any such replacement or resignationreplacement, (i) any the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. In connection with After the replacement of the Issuing Bank, the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such replacement or make other arrangements reasonably satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. After the resignation of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and issued by it prior to such resignation until such Letters of Credit expire or are fully drawn or terminatedreplacement, but shall not be required to issue additional Letters of Credit. (B) Subject to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bank at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such Issuing Bank shall be replaced in accordance with Section 2.06(i)(A) above.