Common use of Replacement of Issuing Lender Clause in Contracts

Replacement of Issuing Lender. Any Issuing Lender may be replaced at any time (x) by written agreement among the Borrowers, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld). The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers shall pay all unpaid fees accrued for the account of such replaced Issuing Lender pursuant to subsection 3.3(a). From and after the effective date of any such replacement, (1) the successor Issuing Lender shall have all the rights and obligations of such replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of any Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit.

Replacement of Issuing Lender. Any An Issuing Lender may be replaced at any time (x) by written agreement among the BorrowersBorrower, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Lender. The Administrative Agent shall notify the Lenders of any such replacement of such the Issuing Lender. At the time any such replacement shall become effective, effective the applicable Borrowers Borrower shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(a)Section 3.7. From and after the effective date of any such replacement, (1a) the successor Issuing Lender shall have all the rights and obligations of such replaced the Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2b) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of any an Issuing Lender 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 to amend or extend any previously issued Letters of Credit.

Replacement of Issuing Lender. Any The Issuing Lender may be replaced at any time (x) by written agreement among the BorrowersBorrower, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)thereto. The Administrative Agent shall notify the Revolving Credit Lenders of any such replacement of such the Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers Borrower shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(aSection 2.11(b). From and after the effective date of any such replacement, (1i) the successor Issuing Lender shall have all the rights and obligations of such the replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any the Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of any the Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit.

Replacement of Issuing Lender. Any Issuing Lender may be replaced at any time (x) by written agreement among the BorrowersCompany, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)thereto. The Administrative Agent shall notify the Revolving Credit Lenders of any such replacement of such an Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers Company shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(aSection 2.11(b). From and after the effective date of any such replacement, (1i) the successor Issuing Lender shall have all the rights and obligations of such the replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued or Acceptances to be created thereafter and (2ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of any an Issuing Lender under this Agreement with respect to Letters of Credit issued or Acceptances created by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Creditcreate additional Acceptances.

Replacement of Issuing Lender. Any Issuing Lender may resign or be replaced at any time (x) by written agreement among the BorrowersCompany, the Administrative Agent, the resigned or replaced Issuing Lender and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)thereto. The Administrative Agent shall notify the Revolving Credit Lenders of any such resignation or replacement of such an Issuing Lender. At the time any such resignation or replacement shall become effective, the applicable Borrowers Company shall pay all unpaid fees accrued for the account of such the resigned or replaced Issuing Lender pursuant to subsection 3.3(aSection 2.14(b). From and after the effective date of any such resignation or replacement, (1i) the successor Issuing Lender shall have all the rights and obligations of such the resigned or replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued or Acceptances to be created thereafter and (2ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the resignation or replacement of any an Issuing Lender hereunder, the resigned or replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of any an Issuing Lender under this Agreement with respect to Letters of Credit issued or Acceptances created by it prior to such resignation or replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Creditcreate additional Acceptances.

Replacement of Issuing Lender. Any Issuing Lender may be replaced at any time (x) by written agreement among the BorrowersBorrower, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)thereto. The Administrative Agent shall notify the Revolving Credit Lenders of any such replacement of such an Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers Borrower shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(aSection 2.13(b). From and after the effective date of any such replacement, (1i) the successor Issuing Lender shall have all the rights and obligations of such the replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of any an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit.

Replacement of Issuing Lender. Any An Issuing Lender may be replaced at any time (x) by written agreement among the Borrowersapplicable Borrower, the applicable Administrative Agent, the replaced Issuing Lender Agent and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Lender. The Such Administrative Agent shall notify the applicable Participating Lenders of any such replacement of such Issuing Lenderreplacement. At the time any such replacement shall become becomes effective, the applicable Borrowers Borrower shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(a)Section 2.07. From On and after the effective date of any such replacement, (1i) the successor Issuing Lender shall will have all the rights and obligations of such the replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued by it thereafter and (2ii) references herein to the term “Issuing Lender” shall will be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any an Issuing Lender hereunderis replaced, the replaced Issuing Lender shall it will remain a party hereto and shall will continue to have all the rights and obligations of any an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to before such replacement, but shall will not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit.

Replacement of Issuing Lender. Any Issuing Lender may be replaced at any time (x) by written agreement among the BorrowersCompany, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)thereto. The Administrative Agent shall notify the Revolving Credit Lenders of any such replacement of such an Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers Company shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(aSection 2.11(b). From and after the effective date of any such replacement, (1i) the successor Issuing Lender shall have all the rights and obligations of such the replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2ii) references herein to the term “"Issuing Lender” " shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of any an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit.

Replacement of Issuing Lender. Any Issuing Lender may be replaced at any time (x) by written agreement among the Borrowers, the Administrative Agent, the replaced Issuing Lender Ixxxxxx Xxxxxx and the successor Issuing Lender Ixxxxxx Xxxxxx or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld). The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers shall pay all unpaid fees accrued for the account of such replaced Issuing Lender pursuant to subsection 3.3(a)3.2. From and after the effective date of any such replacement, (1) the successor Issuing Lender shall have all the rights and obligations of such replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any Issuing Lender hereunder, the replaced Issuing Lender Ixxxxxx Xxxxxx shall remain a party hereto and shall continue to have all the rights and obligations of any Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit.

Replacement of Issuing Lender. Any The Issuing Lender may be replaced at any time (x) by written agreement among the BorrowersBorrower, the Administrative Agent, the replaced Issuing Lender and the successor issuing lender (the “Successor Issuing Lender”, which shall be an existing Lender under the Facilities); provided that no Letters of Credit issued by the existing Issuing Lender or (y) by the Borrower Representative (on behalf shall terminate solely due to such replacement of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Issuing Lender. The Administrative Agent shall notify the Lenders of any such replacement of such the Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers Borrower shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(a)Section 3.3. From and after the effective date of any such replacement, (1i) the successor Successor Issuing Lender shall have all the rights and obligations of such replaced the Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of any an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit.

Replacement of Issuing Lender. xxv) Any Issuing Lender may be replaced at any time (x) by written agreement among the BorrowersU.S. Bxxxxxxx, the Administrative Agent, the replaced Issuing Lender Ixxxxxx Xxxxxx and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Ixxxxxx Xxxxxx. The Administrative Agent shall notify the Revolving Lenders of any such replacement of such an Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers U.S. Borrower shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(a)Section 3.3. From and after the effective date of any such replacement, (1i) the successor Issuing Lender shall have all the rights and obligations of such the replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any an Issuing Lender hereunder, the replaced Issuing Lender Ixxxxxx Xxxxxx shall remain a party hereto and shall continue to have all the rights and obligations of any an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit. (a) Subject to the appointment and acceptance of a successor Ixxxxxx Xxxxxx, any Issuing Lxxxxx may resign as an Issuing Lxxxxx at any time upon 30 days’ prior written notice to the Administrative Agent, the U.S. Bxxxxxxx and the Revolving Lenders, in which case, such Issuing Lender shall be replaced in accordance with Section 3.9(a).

Replacement of Issuing Lender. Any Issuing Lender may be replaced at any time (x) by written agreement among the Borrowersapplicable Borrower, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)thereto. The Administrative Agent shall notify the Revolving Credit Lenders of any such replacement of such an Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(aSection 2.13(b). From and after the effective date of any such replacement, (1i) the successor Issuing Lender shall have all the rights and obligations of such the replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of any an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit.

Replacement of Issuing Lender. Any Issuing Lender may be replaced at any time (x) by written agreement among the BorrowersBorrower, the Administrative Agent, the replaced Issuing Lender Xxxxxxx Xxxxxx and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)thereto. The Administrative Agent shall notify the Revolving Credit Lenders of any such replacement of such an Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers Borrower shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(aSection 2.13(b). From and after the effective date of any such replacement, (1i) the successor Issuing Lender shall have all the rights and obligations of such the replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any an Issuing Lender hereunder, the replaced Issuing Lender Xxxxxxx Xxxxxx shall remain a party hereto and shall continue to have all the rights and obligations of any an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit.

Replacement of Issuing Lender. Any Issuing Lender Xxxxxx may resign or be replaced at any time (x) by written agreement among the BorrowersCompany, the Administrative Agent, the resigned or replaced Issuing Lender Xxxxxxx Xxxxxx and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Xxxxxxx Xxxxxx thereto. The Administrative Agent shall notify the Revolving Credit Lenders of any such resignation or replacement of such an Issuing Lender. At the time any such resignation or replacement shall become effective, the applicable Borrowers Company shall pay all unpaid fees accrued for the account of such the resigned or replaced Issuing Lender pursuant to subsection 3.3(aSection 2.14(b). From and after the effective date of any such resignation or replacement, (1i) the successor Issuing Lender shall have all the rights and obligations of such the resigned or replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued or Acceptances to be created thereafter and (2ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the resignation or replacement of any an Issuing Lender hereunder, the resigned or replaced Issuing Lender Xxxxxxx Xxxxxx shall remain a party hereto and shall continue to have all the rights and obligations of any an Issuing Lender under this Agreement with respect to Letters of Credit issued or Acceptances created by it prior to such resignation or replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Creditcreate additional Acceptances.

Replacement of Issuing Lender. (i) Any Issuing Lender may be replaced at any time (x) by written agreement among the BorrowersBorrower, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Lender. The Administrative Agent shall notify the Lenders of any such replacement of such an Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers Borrower shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(a)Section 3.3. From and after the effective date of any such replacement, (1x) the successor Issuing Lender shall have all the rights and obligations of such replaced an Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2y) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of any an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit. (ii) Any Issuing Lender may resign as an Issuing Lender at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such Issuing Lender shall be replaced in accordance with Section 3.9(i) above.

Replacement of Issuing Lender. Any Issuing Lender may be replaced at any time (x) by written agreement among the Borrowers, the Administrative Agent, the replaced Issuing Lender Xxxxxxx Xxxxxx and the successor Issuing Lender Xxxxxxx Xxxxxx or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld). The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers shall pay all unpaid fees accrued for the account of such replaced Issuing Lender pursuant to subsection 3.3(a). From and after the effective date of any such replacement, (1) the successor Issuing Lender shall have all the rights and obligations of such replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any Issuing Lender hereunder, the replaced Issuing Lender Xxxxxxx Xxxxxx shall remain a party hereto and shall continue to have all the rights and obligations of any Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit.

Replacement of Issuing Lender. Any Issuing Lender may be replaced at any time (x) by written agreement among the BorrowersBorrower, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)thereto. The Administrative Agent shall notify the Revolving Credit Lenders of any such replacement of such an Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers Borrower shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(aSection 2.13(b). From and after the effective date of any such replacement, (1i) the successor Issuing Lender shall have all the rights and obligations of such the replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of any an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit Credit. Notwithstanding anything to the contrary contained herein, any Issuing Bank may, upon 30 days’ notice to the Borrower, the Administrative Agent and the Lenders, resign as an Issuing Bank and any Issuing Bank may be removed at any time by the Borrower by notice to the Issuing Bank; provided that on or prior to amend or extend any previously issued Letters the expiration of Creditsuch 30 day period with respect to such resignation, the relevant Issuing Bank shall have identified, in consultation with the Borrower, a successor Issuing Bank willing to accept its appointment as successor Issuing Bank.

Replacement of Issuing Lender. Any Issuing Lender may be replaced at any time (x) by written agreement among the Borrowersapplicable Xxxxxxxx, the Administrative Agent, the replaced Issuing Lender Xxxxxxx Xxxxxx and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Xxxxxxx Xxxxxx thereto. The Administrative Agent shall notify the Revolving Credit Lenders of any such replacement of such an Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(aSection 2.13(b). From and after the effective date of any such replacement, (1i) the successor Issuing Lender shall have all the rights and obligations of such the replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any an Issuing Lender hereunder, the replaced Issuing Lender Xxxxxxx Xxxxxx shall remain a party hereto and shall continue to have all the rights and obligations of any an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit.

Replacement of Issuing Lender. Any Issuing Lender may be replaced at any time (x) by written agreement among the BorrowersBorrower, the Administrative Agent, the replaced Issuing Lender Ixxxxxx Xxxxxx and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)thereto. The Administrative Agent shall notify the Revolving Credit Lenders of any such replacement of such an Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers Borrower shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(aSection 2.13(b). From and after the effective date of any such replacement, (1i) the successor Issuing Lender shall have all the rights and obligations of such the replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any an Issuing Lender hereunder, the replaced Issuing Lender Ixxxxxx Xxxxxx shall remain a party hereto and shall continue to have all the rights and obligations of any an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit.

Replacement of Issuing Lender. Any The Issuing Lender may be replaced at any time (x) by written writ-tenwritten agreement among the BorrowersBorrower, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)thereto. The Administrative Agent shall notify the Revolving Credit Lenders of any such replacement of such the Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers Borrower shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(aSection 2.11(b). From and after the effective date of any such replacement, (1i) the successor Issuing Lender shall have all the rights and obligations of such replaced the re-placedreplaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any the Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of any the Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit.

Replacement of Issuing Lender. Any Issuing Lender may be replaced at any time (x) by written agreement among the BorrowersU.S. Borrower, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Lender. The Administrative Agent shall notify the Revolving Lenders of any such replacement of such an Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers U.S. Borrower shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(a)Section 3.3. From and after the effective date of any such replacement, (1i) the successor Issuing Lender shall have all the rights and obligations of such the replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of any an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit.

Replacement of Issuing Lender. Any Issuing Lender may be replaced at any time (x) by written agreement among the Borrowersapplicable Bxxxxxxx, the Administrative Agent, the replaced Issuing Lender Ixxxxxx Xxxxxx and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Ixxxxxx Xxxxxx thereto. The Administrative Agent shall notify the Revolving Credit Lenders of any such replacement of such an Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(aSection 2.13(b). From and after the effective date of any such replacement, (1i) the successor Issuing Lender shall have all the rights and obligations of such the replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any an Issuing Lender hereunder, the replaced Issuing Lender Ixxxxxx Xxxxxx shall remain a party hereto and shall continue to have all the rights and obligations of any an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit.

Replacement of Issuing Lender. Any Issuing Lender may be replaced at any time (x) by written agreement among the Borrowers, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld). The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers shall pay all unpaid fees accrued for the account of such replaced Issuing Lender pursuant to subsection 3.3(a)3.2. From and after the effective date of any such replacement, (1) the successor Issuing Lender shall have all the rights and obligations of such replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of any Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit.

Replacement of Issuing Lender. (a) Any Issuing Lender may be replaced at any time (x) by written agreement among the BorrowersU.S. Borrower, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Lender. The Administrative Agent shall notify the Revolving Lenders of any such replacement of such an Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers U.S. Borrower shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(a)Section 3.3. From and after the effective date of any such replacement, (1i) the successor Issuing Lender shall have all the rights and obligations of such the replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of any an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit. (b) Subject to the appointment and acceptance of a successor Issuing Lender, any Issuing Lender may resign as an Issuing Lender at any time upon 30 days’ prior written notice to the Administrative Agent, the U.S. Borrower and the Revolving Lenders, in which case, such Issuing Lender shall be replaced in accordance with Section 3.9(a).

Replacement of Issuing Lender. Any An Issuing Lender may be replaced at any time (x) by written agreement among the BorrowersBorrower, the Administrative Agent, the replaced Issuing Lender Xxxxxxx Xxxxxx and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Xxxxxxx Xxxxxx. The Administrative Agent shall notify the Lenders of any such replacement of such the Issuing Lender. At the time any such replacement shall become effective, effective the applicable Borrowers Borrower shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(a)Section 3.7. From and after the effective date of any such replacement, (1a) the successor Issuing Lender shall have all the rights and obligations of such replaced the Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2b) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any an Issuing Lender hereunder, the replaced Issuing Lender Xxxxxxx Xxxxxx shall remain a party hereto and shall continue to have all the rights and obligations of any an Issuing Lender 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 to amend or extend any previously issued Letters of Credit.

Replacement of Issuing Lender. Any Issuing Lender may be replaced at any time (x) by written agreement among the BorrowersBorrower, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers)Borrower, for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld). The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers Borrower shall pay all unpaid fees accrued for the account of such replaced Issuing Lender pursuant to subsection 3.3(a2.9(c). From and after the effective date of any such replacement, (1) the successor Issuing Lender shall have all the rights and obligations of such replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of any Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit.

Replacement of Issuing Lender. Any The Issuing Lender may be replaced at any time (x) by written agreement among the BorrowersBorrower, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Lender. The Administrative Agent shall notify the Lenders of any such replacement of such the Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers Borrower shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(aSection 2.03(g). From and after the effective date of any such replacement, (1i) the successor Issuing Lender shall have all the rights and obligations of such the replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (2ii) references herein to the term “"Issuing Lender” " shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of any an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit. The Borrower hereby indemnifies and holds harmless each Lender and the Administrative Agent from and against any and all claims and damages, losses, liabilities, costs or expenses that such Lender or the Administrative Agent may incur (or that may be claimed against such Lender or the Administrative Agent by any Person whatsoever) by reason of or in connection with the execution and delivery or transfer of or payment or refusal to pay by the Issuing Lender under any Letter of Credit; provided that the Borrower shall not be required to indemnify any Lender or the Administrative Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of the Issuing Lender in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (y) in the case of the Issuing Lender, such Lender's failure to amend or extend pay under any previously issued Letters Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Nothing in this Section 2.03 is intended to limit the other obligations of the Borrower, any Lender or the Administrative Agent under this Agreement.

Replacement of Issuing Lender. Any Issuing Lender may be replaced at any time (x) by written agreement among the BorrowersCompany, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)thereto. The Administrative Agent shall notify the Revolving Credit Lenders of any such replacement of such an Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers Company shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(aSection 2.14(b). From and after the effective date of any such replacement, (1i) the successor Issuing Lender shall have all the rights and obligations of such the replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued or Acceptances to be created thereafter and (2ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of any an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of any an Issuing Lender under this Agreement with respect to Letters of Credit issued or Acceptances created by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Creditcreate additional Acceptances.

Replacement of Issuing Lender. Any The Issuing Lender may be replaced at any time (x) time, at its sole option, by written agreement among the BorrowersBorrower, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender or (y) by the Borrower Representative (on behalf of the Borrowers), for any reason, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)Lender. The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Lender. At the time any such replacement shall become effective, the applicable Borrowers Borrower shall pay all unpaid fees accrued for the account of such the replaced Issuing Lender pursuant to subsection 3.3(a)Lender. From and after the effective date of any such replacement, (1i) the successor Issuing Lender shall have all the rights and obligations of such the replaced Issuing Lender under this Agreement and the other Loan Documents with respect to Letters of Credit to be issued by it thereafter and (2ii) references herein to the term “Issuing Lender” shall be deemed to refer to include such successor or to any the previous Issuing LenderLender (if applicable), or to such successor and all the previous Issuing LendersLender (if applicable), as the context shall require. After the replacement of any Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of any Issuing Lender under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to amend or extend any previously issued Letters of Credit.