Common use of Replacement of Issuing Bank Clause in Contracts

Replacement of Issuing Bank. (A) Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank 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 the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of 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 and in accordance with the definition of “Issuing Bank” in Section 1.01. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto 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 replacement, 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. (Ai) Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank 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 the such Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced 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 or then-existing Issuing Bank, or to such successor and all previous and then-existing Issuing Banks, as the context shall require and in accordance with the definition of “Issuing Bank” in Section 1.01require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto 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 replacement, but shall not be required to issue additional Letters of Credit. (Bii) Subject to the appointment, appointment and acceptance and joinder of a successor Issuing Bank with respect to the entire Letter of Credit Commitment of Bank, 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, in which case, such resigning Issuing Bank shall be replaced in accordance with Section 2.06(i)(i) above.

Replacement of Issuing Bank. The Issuing Bank may resign as Issuing Bank upon 30 days’ prior written notice (Aor such shorter time as the parties may agree) Any to the Administrative Agent, the Lenders and the Borrower. The Issuing Bank may be replaced at any replaced, upon 30 days’ prior written notice (or such shorter time as the parties may agree) by written agreement among the Borrower, the 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 Obligationsreimbursement 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 the 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 pursuant to Section 2.11(b)Bank. From and after the effective date of any such replacementreplacement or resignation, (i) the any successor Issuing Bank shall have all the rights and obligations of the replaced 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 or then-existing Issuing Bank, or to such successor and all previous and then-existing Issuing Banks, as the context shall require and in accordance require. In connection with the definition replacement of “the Issuing Bank” , the successor Issuing Bank shall issue letters of credit in Section 1.01substitution 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 replacement 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 replacementresignation until such Letters of Credit expire or are fully drawn or terminated, 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 (Aor such shorter time as the parties may agree) Any to the Administrative Agent, the Lenders and the Borrower. The Issuing Bank may be replaced at any replaced, upon 30 days’ prior written notice (or such shorter 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 the 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 pursuant to Section 2.11(b)Bank. From and after the effective date of any such replacementreplacement or resignation, (i) the any successor Issuing Bank shall have all the rights and obligations of the replaced 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 or then-existing Issuing Bank, or to such successor and all previous and then-existing Issuing Banks, as the context shall require and in accordance require. In connection with the definition replacement of “the Issuing Bank” , the successor Issuing Bank shall issue letters of credit in Section 1.01substitution 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 replacement 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 replacementresignation until such Letters of Credit expire or are fully drawn or terminated, 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. (A) Any The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank 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 the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of 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 and in accordance with the definition of “Issuing Bank” in Section 1.01require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto 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 replacement, but shall not be required to issue additional Letters of Credit. (B) Subject to the appointment, appointment and acceptance and joinder of a successor Issuing Bank with respect to Bank, the entire Letter of Credit Commitment of an Issuing Bank as provided by clause (A) above, such Issuing Bank may resign as an the Issuing Bank at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Revolving Lenders, in which case, the Issuing Bank shall be replaced in accordance with Section 2.06(i)(A) above.

Replacement of Issuing Bank. (A) Any Issuing Bank may be replaced at If the Applicant is required pursuant to Section 4.1 or 4.2 to make any time by written agreement among the Borrower, additional payment to any Issuer Parties or if any Issuer Party fails to make its own Payment Amount to the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank, whereupon the successor Issuing Bank shall be joined Agent as required pursuant to this Agreement or if any Issuer Party declines to support a proposed amendment or waiver otherwise supported by the Required Banks or that would have been approved but for such Issuer Party’s refusal to support such amendment or waiver (any such Issuer Party so affected being referred to herein as an Issuing Bank hereunder. The Administrative Agent “Affected Issuer Party”), the Applicant may elect to terminate or replace the Commitment of such Affected Issuer Party, provided that no Default or Event of Default shall notify the Revolving Lenders of any such replacement of the Issuing Bank. At have occurred and be continuing at the time any of such replacement shall become effectivetermination or replacement, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b). From and after the effective date of any provided further that, concurrently with such termination or replacement, (i) if the successor Issuing Affected Issuer Party is being replaced, another Bank or other entity which is reasonably satisfactory to the Applicant and the Administrative Agent shall have agree, as of such date, to purchase for cash at par the Obligations of the Affected Issuer Party pursuant to an Assignment and Assumption substantially in the form of Exhibit B and to become an Issuer Party for all the rights purposes under this Agreement and to assume all obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit Affected Issuer Party to be issued thereafter replaced as of such date and to comply with the requirements of this Section 10.7 applicable to assignments and (ii) references herein to the term “Issuing Bank” Applicant shall be deemed to refer pay to such successor or to any previous or then-existing Issuing BankAffected Issuer Party in immediately available funds on the date of such replacement all interest, or fees and other amounts then accrued but unpaid to such successor Affected Issuer Party by the Applicant hereunder to and all previous and then-existing Issuing Banksincluding the date of termination or replacement, as the context shall require and in accordance with the definition of “Issuing Bank” in Section 1.01. After the replacement of an Issuing Bank hereunderapplicable, the replaced Issuing Bank shall remain a party hereto 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 including payments due to such replacement, but shall not be required to issue additional Letters of CreditAffected Issuer Party under Sections 4.1 or 4.2. (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. (A) Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank 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 the any Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank (in its capacity as such) pursuant to Section 2.11(b2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced 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 or then-existing Issuing Bank, or to such successor and all previous and then-existing Issuing Banks, as the context shall require and in accordance with the definition of “Issuing Bank” in Section 1.01require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto 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 replacement, but shall not be required to issue additional Letters of Credit. (B) Subject to the appointment, appointment and 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) aboveBank, such 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. (Ai) Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank 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 the any Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced 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 or then-existing Issuing Bank, or to such successor and all previous and then-existing Issuing Banks, as the context shall require and in accordance with the definition of “Issuing Bank” in Section 1.01require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto 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 replacementreplacement until such Letters of Credit are no longer outstanding, but shall not be required to issue additional Letters of Credit. (Bii) Subject to the appointment, appointment and 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) aboveBank, such 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 2.05(i)(i) above.

Replacement of Issuing Bank. (A) Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank 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 the any Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced 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 or then-existing Issuing Bank, or to such successor and all previous and then-existing Issuing Banks, as the context shall require and in accordance with the definition of “Issuing Bank” in Section 1.01require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto 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 replacement, but shall not be required to issue additional Letters of Credit. (B) Subject to the appointment, appointment and 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) aboveBank, such 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. (A) Any An Issuing Bank may be replaced at any time by written agreement among the BorrowerRevolver Borrowers, the Revolver Administrative Agent, the replaced Issuing Bank (provided that no consent of the replaced Issuing Bank will be required if it 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 Revolver Administrative Agent shall notify the Revolving Credit Lenders of any such replacement of the such Issuing Bank. At the time any such replacement shall become effective, the Borrower each Revolver Borrower, severally, shall pay all unpaid fees accrued for the account of the replaced Issuing Bank with respect to such Revolver Borrower pursuant to Section 2.11(b2.13(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced 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 or then-existing Issuing Bank, or to such successor and all previous and then-existing Issuing Banks, as the context shall require and in accordance with the definition of “Issuing Bank” in Section 1.01require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the |US-DOCS\138541167.4141447058.7|| 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 replacement, but shall not be required to renew existing Letters of Credit or 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. (A) Any Issuing Bank may be replaced at any time by written agreement among the applicable Borrower, the Administrative Agent, the successor Issuing Bank and, unless the replaced Issuing Bank and is a Defaulting Lender that is not responsive to a request for such written agreement after reasonable notice, the successor replaced 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 the any Issuing Bank. At the time any such replacement shall become effective, the Borrower Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced 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 or then-existing Issuing Bank, or to such successor and all previous and then-existing Issuing Banks, as the context shall require and in accordance with the definition of “Issuing Bank” in Section 1.01require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto 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 replacement, but shall not be required to issue additional Letters of Credit. (B) Subject to the appointment, appointment and acceptance and joinder of a successor Issuing Bank with respect to the entire Letter of Credit Commitment of Bank, 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 Company 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. (A) Any An Issuing Bank may resign upon 30 days prior written notice to the Borrowers and the Administrative Agent. An Issuing Bank may be replaced at any time by written agreement among the BorrowerBorrowers, the Administrative Agent, the replaced Issuing Bank (provided, that no consent of the replaced Issuing Bank will be required if it 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 resignation or replacement of the such Issuing Bank. At the time any such resignation or replacement 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 Bank pursuant to Section 2.11(b2.13(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced 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 or then-existing Issuing Bank, or to such successor and all previous and then-existing Issuing Banks, as the context shall require and in accordance with the definition of “Issuing Bank” in Section 1.01require. After the resignation or replacement of an Issuing Bank hereunder, the resigned or replaced Issuing Bank shall remain a party hereto 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 replacement, but shall not be required to renew existing Letters of Credit or 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. (A) 1. Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank 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 the any Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced 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 or then-existing Issuing Bank, or to such successor and all previous and then-existing Issuing Banks, as the context shall require and in accordance with the definition of “Issuing Bank” in Section 1.01require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto 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 replacement, but shall not be required to issue additional Letters of Credit or extend or otherwise amend any existing Letter of Credit. (B) 2. Subject to the appointment, appointment and 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) aboveBank, such 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. (A) Any An Issuing Bank may be replaced at any time by written agreement among the BorrowerRevolver Borrowers, the Revolver Administrative Agent, the replaced Issuing Bank (provided that no consent of the replaced Issuing Bank will be required if it 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 Revolver Administrative Agent shall notify the Revolving Credit Lenders of any such replacement of the such Issuing Bank. At the time any such replacement shall become effective, the Borrower each Revolver Borrower, severally, shall pay all unpaid fees accrued for the account of the replaced Issuing Bank with respect to such Revolver Borrower pursuant to Section 2.11(b2.13(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced 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 or then-existing Issuing Bank, or to such successor and all previous and then-existing Issuing Banks, as the context shall require and in accordance with the definition of “Issuing Bank” in Section 1.01require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement US-DOCS\73723759.13 with respect to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required to renew existing Letters of Credit or 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. (A) Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank 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 the an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced 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 or then-existing Issuing Bank, or to such successor and all the previous and then-existing Issuing BanksBank, as the context shall require and in accordance with the definition of “Issuing Bank” in Section 1.01require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto 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 replacement, but shall not be required to issue additional Letters of Credit. (B) Subject to the appointment, appointment and acceptance and joinder of a successor Issuing Bank with respect to the entire Letter of Credit Commitment of Bank, 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, in which case, such Issuing Bank shall be replaced in accordance with Section 2.06(i)(A) above.

Replacement of Issuing Bank. (A) Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank 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 the an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced 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 or then-existing Issuing Bank, or to such successor and all previous and then-existing Issuing Banks, as the context shall require and in accordance with the definition of “Issuing Bank” in Section 1.01require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto 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 replacement, but shall not be required to issue additional Letters of Credit. (B) Subject to the appointment, appointment and acceptance and joinder of a successor Issuing Bank with respect to the entire Letter of Credit Commitment of Bank, 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, in which case, such Issuing Bank shall be replaced in accordance with Section 2.06(i)(A) above.

Replacement of Issuing Bank. (A) Any The Issuing Bank may be replaced at any time by written agreement among the Borrowertime, the Administrative Agent, the replaced or may assign all or any portion of its Letters of Credit to a successor Issuing Bank and (which, in the successor Issuing Bankcase of a replacement of or assignment, whereupon the successor Issuing Bank shall be joined to this Agreement as an Acceptable Issuing Bank) by written agreement among (i) the Company, (ii) the successor Issuing Bank hereunderand (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 (as applicable), and upon notice to the Administrative Agent; provided, however, that no written agreement shall be required by the assigning Issuing Bank or the replaced Issuing Bank in clause (iii) if the replaced or assigning Issuing Bank is no longer an Acceptable Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement or resignation of the an Issuing Bank. At the time any such replacement or 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 Bank pursuant to Section 2.11(b)2.4. From and after the effective date of any such replacementreplacement or assignment, (i) the successor Issuing Bank shall have all the rights and obligations of 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 or then-existing Issuing Bank, or to such successor and all previous and then-existing Issuing Banks, as the context shall require and in accordance with the definition of “Issuing Bank” in Section 1.01thereafter. After the replacement of or 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 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 replacementreplacement or assignment, but shall not be required to issue additional Letters of Credit. (B) Subject Credit 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 Lendersextent replaced or so assigned.

Replacement of Issuing Bank. (A) Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank 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 the any Issuing Bank. At the time any such replacement shall become effective, (x) the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b)2.10(b) and (y) the successor Issuing Bank shall assume (and be deemed to have) the LC Commitment of the applicable replaced Issuing Bank. From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced 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 or then-existing Issuing Bank, or to such successor and all previous and then-existing Issuing Banks, as the context shall require and in accordance with the definition of “Issuing Bank” in Section 1.01require. After the replacement of an Issuing Bank hereunder, (i) the replaced Issuing Bank shall remain a party hereto 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 replacement, but shall not be required to issue additional Letters of Credit. Credit and (Bii) Subject to the appointment, acceptance and joinder LC Commitment of a successor such replaced 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 Lendersshall be terminated.

Replacement of Issuing Bank. (A) Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank 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 the an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced 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 or then-existing Issuing Bank, or to such successor and all previous and then-existing Issuing Banks, as the context shall require and in accordance with the definition of “Issuing Bank” in Section 1.01require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto 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 replacement, but shall not be required to issue additional Letters of Credit. (B) Subject to the appointment, appointment and acceptance and joinder of a successor Issuing Bank with respect to Bank, the entire Letter of Credit Commitment of an Issuing Bank as provided by clause (A) above, such Issuing Bank may resign as an the Issuing Bank at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Revolving Lenders, in which case, the Issuing Bank shall be replaced in accordance with Section 2.06(i)(A) above.

Replacement of Issuing Bank. (Aa) Any If an Obligor becomes obliged to repay any amount in accordance with Clause 8.2 (Illegality in relation to Issuing Bank may be replaced at any time by written agreement among 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 Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank, whereupon then 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 the Issuing Bank. At the time any such replacement shall become effectiveCompany may, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of 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 and in accordance with the definition of “Issuing Bank” in Section 1.01. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto 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 replacement, 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 dayson 20 Business Days’ prior written notice 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 Borrower Issuing Bank shall) transfer all (and not part only) of its rights and obligations under this Agreement to a bank, financial institution, trust, fund or other entity (a “Replacement Issuing Bank”) selected by the Company which confirms its willingness to assume and does assume all the obligations of the transferring Issuing Bank for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding fees and other amounts due to the Issuing Bank under the Finance Documents. (b) The replacement of the Issuing Bank pursuant to this Clause 39.5 shall be subject to the following conditions: (i) the Company shall have no right to replace the Agent or Security Agent; (ii) neither the Agent nor the Issuing Bank shall have 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 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 unless it is also replaced as a Lender and (if requested by Sumitomo Mitsui Banking Corporation in its capacity as the Agent) as the Agent and the Revolving LendersSecurity Agent; (vi) the Company shall procure that the Beneficiary agrees to the cancellation of the Bank Guarantee issued by the transferring Issuing Bank, the return to the transferring Issuing Bank of 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 relation to the transfer to the Replacement Issuing Bank.

Replacement of Issuing Bank. (A) Any The Issuing Bank may be replaced at any time by written agreement among the BorrowerHoldings, the Administrative Agent, the replaced Issuing Bank 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 the Issuing Bank. At the time any such replacement shall become effective, the Borrower Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of 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 and in accordance with the definition of “Issuing Bank” in Section 1.01require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto 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 replacement, but shall not be required to issue additional Letters of Credit. (B) Subject to the appointment, appointment and acceptance and joinder of a successor Issuing Bank with respect to Bank, the entire Letter of Credit Commitment of an Issuing Bank as provided by clause (A) above, such Issuing Bank may resign as an the Issuing Bank at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Revolving Lenders, in which case, the Issuing Bank shall be replaced in accordance with Section 2.06(i)(A) above.