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 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. 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 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 Obligationsreimbursement obligations 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 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 Obligationsreimbursement obligations 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 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 of written agreement shall be required by the assigning Issuing Bank or the replaced Issuing Bank will be required in clause (iii) if the replaced or assigning Issuing Bank has is no Letters of Credit or Reimbursement Obligationsreimbursement 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.