Common use of Replacement of Issuing Banks Clause in Contracts

Replacement of Issuing Banks. (i) If at any time an Issuing Bank ceases to have the Required Ratings, then such Issuing Bank shall promptly, and in any event within two (2) Business Days after such cessation, notify the Borrower thereof and the Borrower may, upon 30 days’ prior written notice, in each case, to such Issuing Bank and Administrative Agent, (A) (x) elect to replace such Issuing Bank in its capacity as an Issuing Bank with a Person selected by the Borrower with the Required Ratings so long as such Person is an Eligible Assignee and is reasonably satisfactory to the Administrative Agent and (y) cause such Issuing Bank to assign its Letter of Credit Issuance Commitment to issue Letters of Credit to the successor Issuing Bank or (B) cause such Issuing Bank to assign its Letter of Credit Issuance Commitment to issue Letters of Credit to another or additional Issuing Bank with the Required Ratings selected by the Borrower, so long as such Person is an Eligible Assignee and is reasonably satisfactory to the Administrative Agent; and (ii) The Borrower shall notify the Administrative Agent of any such replacement of an Issuing Bank pursuant to paragraph (i) above. At the time any such replacement shall become effective, the Borrower shall have (A) paid all unpaid fees and Unreimbursed Amounts accrued for the account of the replaced Issuing Bank and (B) effected the Cash Collateralization at 102% of the replaced Issuing Bank’s Letters of Credit outstanding at such time or the cancellation and return to the replaced Issuing Bank, of its Letters of Credit outstanding at such time. From and after the effective date of any such replacement, (1) 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 (2) 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. 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, powers, privileges and duties of such Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such collateralization or replacement but shall not be required to issue additional Letters of Credit.

Replacement of Issuing Banks. (i) If at any time an Issuing Bank (or its guarantor, as contemplated by the definition of “Required Ratings”) ceases to have the Required Ratings, then such Issuing Bank shall promptly, and in any event within two (2) Business Days after such cessation, notify the Borrower thereof and the Borrower may, upon 30 thirty (30) days’ prior written notice, in each case, to such Issuing Bank and Administrative Agent, (A) (x) elect to replace such Issuing Bank in its capacity as an Issuing Bank with a Person selected by the Borrower and with the Required Ratings (or whose guarantor, as contemplated by the definition of “Required Ratings,” has the Required Ratings) so long as such Person is an Eligible Assignee and is reasonably satisfactory to the Administrative Agent and (y) cause such Issuing Bank to assign its Letter of Credit Issuance Commitment to issue Letters of Credit and its Loans to the successor Issuing Bank or (B) cause such Issuing Bank to assign its Letter of Credit Issuance Commitment to issue Letters of Credit and its Loans, as applicable, to another or additional Issuing Bank selected by Borrower and with the Required Ratings selected (or whose guarantor, as contemplated by the Borrowerdefinition of “Required Ratings,” has the Required Ratings), so long as such Person is an Eligible Assignee and is reasonably satisfactory to the Administrative Agent; and (ii) The Borrower shall notify the Administrative Agent of any such replacement of an Issuing Bank pursuant to paragraph (iSection 2.2(m)(i) above. At the time any such replacement shall become effective, the Borrower shall have (A) paid all unpaid fees and Unreimbursed Amounts accrued for the account of the replaced Issuing Bank pursuant to Section 2.9 (Fees) and (B) effected the Cash Collateralization at 102% of the replaced Issuing Bank’s Letters of Credit outstanding at such time or the cancellation and return to the replaced Issuing Bank, Bank of its Letters of Credit outstanding at such time. From and after the effective date of any such replacement, (1) 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 (2) 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. 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, powers, privileges and duties of such Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such collateralization or replacement but shall not be required to issue additional Letters of Credit.

Replacement of Issuing Banks. (i) If at any time an Issuing Bank ceases to have the Required Ratings, then such Issuing Bank shall promptly, and in any event within two (2) Business Days after such cessation, notify the Borrower thereof and the Borrower may, upon 30 days’ prior written notice, in each case, to such Issuing Bank and Administrative Agent, (A) (x) elect to replace such Issuing Bank in its capacity as an Issuing Bank with a Person selected by the Borrower and with the Required Ratings so long as such Person is an Eligible Assignee and is reasonably satisfactory to the Administrative Agent and (y) cause such Issuing Bank to assign its Letter of Credit Issuance Commitment to issue Letters of Credit and its DSR Loans and Revolving Loans, as applicable, to the successor Issuing Bank or (B) cause such Issuing Bank to assign its Letter of Credit Issuance Commitment to issue DSR Letters of Credit and its DSR Loans or WC Letters of Credit and Revolving Loans, as applicable, to another or additional Issuing Bank selected by Borrower and with the Required Ratings selected by the BorrowerRatings, so long as such Person is an Eligible Assignee and is reasonably satisfactory to the Administrative Agent; and (ii) The Borrower shall notify the Administrative Agent of any such replacement of an Issuing Bank pursuant to paragraph (i) above. At the time any such replacement shall become effective, the Borrower shall have (A) paid all unpaid fees and Unreimbursed Amounts accrued for the account of the replaced Issuing Bank pursuant to Section 2.10 (Fees) and (B) effected the Cash Collateralization at 102% of the replaced Issuing Bank’s Letters of Credit outstanding at such time or the cancellation and return to the replaced Issuing Bank, Bank of its Letters of Credit outstanding at such time. From and after the effective date of any such replacement, (1) 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 (2) 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. After the replacement of an a Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights, powers, privileges and duties of such Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such collateralization or replacement but shall not be required to issue additional Letters of Credit.

Replacement of Issuing Banks. (i) If at any time an Issuing Bank (or its guarantor, as contemplated by the definition of “Required Ratings”) ceases to have the Required Ratings, then such Issuing Bank shall promptly, and in any event within two (2) Business Days after such cessation, notify the Borrower thereof and the Borrower may, upon 30 thirty (30) days’ prior written notice, in each case, to such Issuing Bank and Administrative Agent, (A) (x) elect to replace such Issuing Bank in its capacity as an Issuing Bank with a Person selected by the Borrower and with the Required Ratings (or whose guarantor, as contemplated by the definition of “Required Ratings,” has the Required Ratings) so long as such Person is an Eligible Assignee and is reasonably satisfactory to the Administrative Agent and (y) cause such Issuing Bank to assign its Letter of Credit Issuance Commitment to issue Letters of Credit and its Loans to the successor Issuing Bank or (B) cause such Issuing Bank to assign its Letter of Credit Issuance Commitment to issue Letters of Credit and its Loans, as applicable, to another or additional Issuing Bank selected by Borrower and with the Required Ratings selected (or whose guarantor, as contemplated by the Borrowerdefinition of “Required Ratings,” has the Required Ratings), so long as such Person is an Eligible Assignee and is reasonably satisfactory to the Administrative Agent; and (ii) The Borrower shall notify the Administrative Agent of any such replacement of an Issuing Bank pursuant to paragraph (iSection 2.2(n)(i) above. At the time any such replacement shall become effective, the Borrower shall have (A) paid all unpaid fees and Unreimbursed Amounts accrued for the account of the replaced Issuing Bank pursuant to Section 2.9 (Fees) and (B) effected the Cash Collateralization at 102% of the replaced Issuing Bank’s Letters of Credit outstanding at such time or the cancellation and return to the replaced Issuing Bank, Bank of its Letters of Credit outstanding at such time. From and after the effective date of any such replacement, (1) 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 (2) 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. 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, powers, privileges and duties of such Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such collateralization or replacement but shall not be required to issue additional Letters of Credit.

Replacement of Issuing Banks. (i) If at any time an Issuing Bank (or its guarantor, as contemplated by the definition of “Required Ratings”) ceases to have the Required Ratings, then such Issuing Bank shall promptly, and in any event within two (2) Business Days after such cessation, notify the Borrower thereof and the Borrower may, upon 30 thirty (30) days’ prior written notice, in each case, to such Issuing Bank and Administrative Agent, (A) (x) elect to replace such Issuing Bank in its capacity as an Issuing Bank with a Person selected by the Borrower and with the Required Ratings (or whose guarantor, as contemplated by the definition of “Required Ratings,” has the Required Ratings) so long as such Person is an Eligible Assignee and is reasonably satisfactory to the Administrative Agent and (y) cause such Issuing Bank to assign its Letter of Credit Issuance Commitment to issue Letters of Credit and its Loans to the successor Issuing Bank or (B) cause such Issuing Bank to assign its Letter of Credit Issuance Commitment to issue Letters of Credit and its Loans, as applicable, to another or additional Issuing Bank selected by Borrower and with the Required Ratings selected (or whose guarantor, as contemplated by the Borrowerdefinition of “Required Ratings,” has the Required Ratings), so long as such Person is an Eligible Assignee and is reasonably satisfactory to the Administrative Agent; and (ii) The Borrower shall notify the Administrative Agent of any such replacement of an Issuing Bank pursuant to paragraph (iSection 2.2(n)(i) above. At the time any such replacement shall become effective, the Borrower shall have (A) paid all unpaid fees and Unreimbursed Amounts accrued for the account of the replaced Issuing Bank pursuant to Section 2.9 (Fees) and (B) effected the Cash Collateralization at 102% of the replaced Issuing Bank’s Letters of Credit outstanding at such time or the cancellation and return to the replaced Issuing Bank, Bank of its Letters of Credit outstanding at such time. From and after the effective date of any such replacement, (1) 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 (2) 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. 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, powers, privileges and duties of such Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such collateralization or replacement but shall not be required to issue additional Letters of Credit.shall

Replacement of Issuing Banks. (ia) [Reserved]. (b) If at any time an Issuing Bank ceases requests compensation, or is entitled to have payments, under Section 2.06 or Section 2.07, or is affected in the Required Ratings, then such Issuing Bank shall promptly, and manner described in any event within two (2) Business Days after such cessation, notify the Borrower thereof and the Borrower may, upon 30 days’ prior written noticeSection 2.13 and, in each case, such Issuing Bank has declined or is unable to designate a different lending office in accordance with Section 2.06 or Section 2.07(g), or if any Issuing Bank is a Defaulting Bank, then the Borrower may, at its sole expense and effort (in the case of a claim for compensation under, or payments pursuant to, Section 2.06 or Section 2.07 or in the case of illegality under Section 2.13 ) or at the expense and effort of any such Defaulting Bank, upon notice to such Issuing Bank and the Administrative Agent, (A) (x) elect to replace such Issuing Bank in its capacity as an Issuing Bank with a Person selected by the Borrower with the Required Ratings so long as such Person is an Eligible Assignee and is reasonably satisfactory to the Administrative Agent and (y) cause require such Issuing Bank to assign its Letter of Credit Issuance Commitment to issue Letters of Credit and delegate, without recourse (in accordance with and subject to the successor restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.06 or Section 2.07) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Issuing Bank or (B) cause such Issuing Bank to assign its Letter of Credit Issuance Commitment to issue Letters of Credit to another or additional Issuing Bank with the Required Ratings selected by the BorrowerBank, so long as such Person is an Eligible Assignee and is reasonably satisfactory to the Administrative Agent; and (ii) The Borrower shall notify the Administrative Agent of any such replacement of if an Issuing Bank pursuant to paragraph accepts such assignment); provided that, (i) above. At the time any such replacement shall become effective, the Borrower shall have (A) paid all unpaid fees and Unreimbursed Amounts accrued for received the account prior written consent of the replaced Administrative Agent (and if a Commitment is being assigned, the Issuing Bank and (B) effected the Cash Collateralization at 102% of the replaced Issuing Bank’s Letters of Credit outstanding at such time or the cancellation and return Banks, to the replaced extent the Administrative Agent’s or Issuing BankBanks’ consent would have been required for such assignment under Section 9.04(b)), of its Letters of Credit outstanding at such time. From and after the effective date of any such replacementwhich consent shall not unreasonably be withheld or delayed, (1ii) the successor such Issuing Bank shall have received payment of an amount equal to the outstanding amount of its Issuances and Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the rights assignee (to the extent of such outstanding amount and obligations accrued interest and fees) or the Borrower (in the case of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter all other amounts) and (2iii) references herein to in the term “Issuing Bank” shall be deemed to refer to case of any such successor or to any previous Issuing Bankassignment resulting from a claim for compensation under, or to payments pursuant to, Section 2.06 or Section 2.07, or from illegality under Section 2.13 such successor and all previous Issuing Banksassignment will result in a reduction in such compensation or payments or eliminate the illegality, as the context shall requirecase may be. After the replacement of an An Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights, powers, privileges and duties of such Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such collateralization or replacement but shall not be required to issue additional Letters make any such assignment and delegation if, prior thereto, as a result of Credita waiver by such Issuing Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to communications on IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Administrative Agent to be its electronic transmission system as to which the Administrative Agent and such parties are participants (“Approved Electronic Platforms”)), and (ii) the Issuing Bank required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Issuing Bank; provided that any such documents shall be without recourse to or warranty by the parties thereto.

Replacement of Issuing Banks. (i) If at any time an Issuing Bank ceases to have the Required Ratings, then such Issuing Bank shall promptly, and in any event within two (2) Business Days after such cessation, notify the Borrower thereof and the Borrower may, upon 30 days’ prior written notice, in each case, to such Issuing Bank and Administrative Agent, (A) (x) elect to replace such Issuing Bank in its capacity as an Issuing Bank with a Person selected by the Borrower and with the Required Ratings so long as such Person is an Eligible Assignee and is reasonably satisfactory to the Administrative Agent and (y) cause such Issuing Bank to assign its Letter of Credit Issuance Commitment to issue Letters of Credit and its Revolving Loans to the successor Issuing Bank or (B) cause such Issuing Bank to assign its Letter of Credit Issuance Commitment to issue Letters of Credit and Revolving Loans, as applicable, to another or additional Issuing Bank selected by Borrower and with the Required Ratings selected by the BorrowerRatings, so long as such Person is an Eligible Assignee and is reasonably satisfactory to the Administrative Agent; and (ii) The Borrower shall notify the Administrative Agent of any such replacement of an Issuing Bank pursuant to paragraph (i) above. At the time any such replacement shall become effective, the Borrower shall have (A) paid all unpaid fees and Unreimbursed Amounts accrued for the account of the replaced Issuing Bank pursuant to Section 2.10 (Fees) and (B) effected the Cash Collateralization at 102% of the replaced Issuing Bank’s Letters of Credit outstanding at such time or the cancellation and return to the replaced Issuing Bank, Bank of its Letters of Credit outstanding at such time. From and after the effective date of any such replacement, (1) 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 (2) 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. After the replacement of an a Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights, powers, privileges and duties of such Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such collateralization or replacement but shall not be required to issue additional Letters of Credit.

Replacement of Issuing Banks. (i) If at any time an Issuing Bank ceases to have the Required Ratings, then such Issuing Bank shall promptly, and in any event within two (2) Business Days after such cessation, notify the Borrower thereof and the Borrower may, upon 30 days’ prior written notice, in each case, to such Issuing Bank and Administrative Agent, (A) (x) elect to replace such Issuing Bank in its capacity as an Issuing Bank with a Person selected by the Borrower and with the Required Ratings so long as such Person is an Eligible Assignee and is reasonably satisfactory to the Administrative Agent and (y) cause such Issuing Bank to assign its Letter of Credit Issuance Commitment to issue Letters of Credit and its DSR Loans and Revolving Loans, as applicable, to the successor Issuing Bank or (B) cause such Issuing Bank to assign its Letter of Credit Issuance Commitment to issue DSR Letters of Credit and its DSR Loans or WC Letters of Credit and Revolving Loans, as applicable, to another or additional Issuing Bank selected by Borrower and with the Required Ratings selected by the BorrowerRatings, so long as such Person is an Eligible Assignee and is reasonably satisfactory to the Administrative Agent; and (ii) The Borrower shall notify the Administrative Agent of any such replacement of an Issuing Bank pursuant to paragraph (i) above. At the time any such replacement shall become effective, the Borrower shall have (A) paid all unpaid fees and Unreimbursed Amounts accrued for the account of the replaced Issuing Bank pursuant to Section 2.10 (Fees) and (B) effected the Cash Collateralization at 102% of the replaced Issuing Bank’s Letters of Credit outstanding at such time or the cancellation and return to the replaced Issuing Bank, Bank of its Letters of Credit outstanding at such time. From and after the effective date of any such replacement, (1) 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 (2) 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. 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, powers, privileges and duties of such Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such collateralization or replacement but shall not be required to issue additional Letters of Credit.and