Common use of Replacement of the Issuing Bank Clause in Contracts

Replacement of the Issuing Bank. 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. If the credit rating of the Issuing Bank has been downgraded so that the Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit with a successor Issuing Bank (with the consent of the successor Issuing Bank) which must be a Lender. The Administrative Agent shall notify the 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 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. 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 issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

Replacement of the Issuing Bank. 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. If the credit rating ; provided that no consent of the replaced Issuing Bank will be required if the replaced Issuing Bank has been downgraded so that the Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter Letters of Credit or Reimbursement Obligations with a successor Issuing Bank (with the consent of the successor Issuing Bank) which must be a Lenderrespect thereto outstanding. The Administrative Agent shall notify the 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 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. 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.

Replacement of the Issuing Bank. The 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. If the credit rating of the Issuing Bank has been downgraded so that the Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit with a successor Issuing Bank (with the consent of the successor Issuing Bank) which must be a Lender. 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(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 Issuing BankBank and the other Issuing Banks, or to such successor and all previous Issuing Banks and the other 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 and obligations of an Issuing Bank 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.

Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the a successor Issuing Bank. If the credit rating of the Issuing Bank has been downgraded so that the Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit with a successor Issuing Bank (with the consent of the successor Issuing Bank) which must be a Lender. The Administrative Agent shall notify the 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(b3.05(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 also 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 requiresuccessor. After the replacement of an the Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an the Issuing Bank 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.

Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the BorrowerRGA, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. If the credit rating of the Issuing Bank has been downgraded so that the Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit with a successor Issuing Bank (with the consent of the successor Issuing Bank) which must be a Lender. The Administrative Agent shall notify the Lenders Banks of any such replacement of the Issuing Bank. At the time that any such replacement shall become effective, each of the Borrower Account Parties shall pay all unpaid fees with respect to Fronted Letters of Credit issued on its behalf accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b)1.09. From and after the effective date of any such replacement, (iA) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Fronted Letters of Credit to be issued thereafter and (iiB) 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 and obligations of an Issuing Bank under this Agreement with respect to Fronted Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Fronted Letters of Credit.

Replacement of the Issuing Bank. The Issuing Bank may be replaced or resign at any time by written agreement among the Borrower, the Administrative Agent, the such resigning or replaced Issuing Bank and and, in the case of a replacement, the successor Issuing Bank. If the credit rating of the Issuing Bank has been downgraded so that the Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit with a successor Issuing Bank (with the consent of the successor Issuing Bank) which must be a Lender. The Administrative Agent shall notify the Lenders of any such resignation or replacement of the Issuing Bank. At the time any such resignation or replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the resigning or replaced Issuing Bank pursuant to Section 2.11(b3.05(b). From In the case of the replacement of the 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 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. After the resignation or replacement of an the Issuing Bank hereunder, the resigning or replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or replacement, but shall not be required to issue additional Letters of Credit.

Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the BorrowerBorrower and the Administrative Agent; provided, however, that (i) the Issuing Bank shall be (A) a Lender or (B) another commercial bank or other financial institution satisfactory to the Administrative Agent, and (ii) the replaced Administrative Agent shall review any such proposed agreement for form only and not with respect to the identity of any successor Issuing Bank and or the successor Issuing Bank. If the credit rating identity of the Issuing Bank has been downgraded so that the Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit with a successor Issuing Bank (with the consent of the successor Issuing Bank) which must be a Lenderreplaced. The Administrative Agent shall notify the 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 and charges accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b)2.08(b) and the Fee Letter and shall return to the Issuing Bank for cancellation each Letter of Credit issued by the Issuing Bank. From and after the effective date of any such replacement, (i1) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it on such effective date or thereafter and (ii2) 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 the Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an the Issuing Bank 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.

Replacement of the Issuing Bank. The Each Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank Agent and the a successor Issuing Bank. If the credit rating of the Issuing Bank has been downgraded so that the Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit with a successor Issuing Bank (with the consent of the successor Issuing Bank) which must be a Lender. The Administrative Agent shall notify the Lenders of any such replacement of the applicable 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(b3.05(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 and any other Issuing Banks or to any previous Issuing Bank, or to such successor and any other Issuing Banks and all previous Issuing Banks, as the context shall require. After the replacement of an any 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 issued by it prior to such replacementreplacement until such time as those Letters of Credit have expired, or until the Borrower has fully and finally repaid such Issuing Bank for any LC Disbursement under such Letters of Credit, but shall not be required to issue additional Letters of Credit.

Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the BorrowerCompany, the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), the replaced Issuing Bank (unless such Issuing Bank is a Defaulting Lender) and the successor Issuing Bank. If the credit rating of the Issuing Bank has been downgraded so that the Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit with a successor Issuing Bank (with the consent of the successor Issuing Bank) which must be a Lender. The Administrative Agent shall notify the 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(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 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. 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.

Replacement of the Issuing Bank. The (i) Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Senior Facility Agent, the replaced Issuing Bank Bank, and the successor Issuing Bank. If the credit rating Bank (provided that no consent of the replaced Issuing Bank will be required if the replaced Issuing Bank has been downgraded so that the no Letters of Credit or LC Disbursements with respect thereto outstanding, and replacement of an Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit may include replacement with a successor Issuing Bank (with the consent of the successor another existing Issuing Bank) which must be a Lender). The Administrative Senior Facility Agent shall notify the 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(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 Issuing BankBank and the other Issuing Banks, or to such successor and all previous Issuing Banks and the other 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 and obligations of an Issuing Bank 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.

Replacement of the Issuing Bank. The Any Issuing Bank may be replaced at any time by written agreement among the BorrowerBorrower Representative, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. If the credit rating of the Issuing Bank has been downgraded so that the Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit with a successor Issuing Bank (with the consent of the successor Issuing Bank) which must be a Lender. 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 applicable 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 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”, “U.S. Issuing Bank”, “Canadian Issuing Bank”, and “European Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, U.S. Issuing Bank, Canadian Issuing Bank, or European Issuing Bank, as applicable, or to such successor and all previous Issuing Banks, U.S. Issuing Banks, Canadian Issuing Banks, or European Issuing Banks, as applicable, 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 and obligations of an Issuing Bank 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.

Replacement of the Issuing Bank. The An Issuing Bank may be added, or an existing Issuing Bank may be replaced or terminated, under this Agreement at any time by written agreement among the BorrowerCompany, the Administrative Agent, the replaced or terminated Issuing Bank and the new or successor Issuing Bank. If the credit rating of the Issuing Bank has been downgraded so that the Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit with a successor Issuing Bank (with the consent of the successor Issuing Bank) which must be a Lenderapplicable. The Administrative Agent shall notify the Lenders of any such addition, replacement of the Issuing Bankor termination. At the time any such replacement or termination shall become effective, the Borrower Company shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b)being replaced or terminated. From and after the effective date of any such replacementreplacement or addition, (i) the new or successor Issuing Bank shall have all the rights and obligations of the an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references thereafter. References herein to the term “"Issuing Bank” " shall be deemed to refer to such successor each new Issuing Bank or to any previous Issuing Bank, or to such successor new Issuing Bank and all previous Issuing Banks, as the context shall require. After the replacement or termination of an Issuing Bank hereunder, the replaced or terminated 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 any outstanding Letters of Credit issued by it prior to such replacementreplacement or termination, but shall not be required to issue additional any new Letters of Credit or to renew or extend any such outstanding Letters of Credit.

Replacement of the Issuing Bank. The An Issuing Bank may be replaced at any time by written agreement among the BorrowerCompany, the Administrative AgentAgents, the replaced Issuing Bank and the successor Issuing Bank. If the credit rating of the Issuing Bank has been downgraded so that the Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit with a successor Issuing Bank (with the consent of the successor Issuing Bank) which must be a Lender. The Administrative Agent Agents shall notify the Lenders of any such replacement of the an 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(b). From and after the effective date of any such replacement, (i) the such successor Issuing Bank shall have all the rights and obligations of the an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “"Canadian Issuing Bank” " (if the retiring Issuing Bank is a Canadian Issuing Bank) or "U.S. Issuing Bank" (if the retiring Issuing Bank is a U.S. Issuing Bank) and 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 and obligations of an Issuing Bank 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.

Replacement of the Issuing Bank. 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 the Issuing Bank. If Following the credit rating Administrative Agent’s receipt of written notice from the Borrower or any such replacement of the Issuing Bank has been downgraded so that Bank, the Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit with a successor Issuing Bank (with the consent of the successor Issuing Bank) which must be a Lender. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement or resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced or retiring Issuing Bank pursuant to Section 2.11(b)2.12. From and after the effective date of any such replacementreplacement or resignation, (i) the successor the 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 Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement or resignation of an the Issuing Bank hereunder, the replaced or retired Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, replacement but shall not be required to issue additional Letters of Credit.

Replacement of the Issuing Bank. The Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Senior Facility Agent, the replaced Issuing Bank Bank, and the successor Issuing Bank. If the credit rating Bank (provided that no consent of the replaced Issuing Bank will be required if the replaced Issuing Bank has been downgraded so that the no Letters of Credit or LC Disbursements with respect thereto outstanding, and replacement of an Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit may include replacement with a successor Issuing Bank (with the consent of the successor another existing Issuing Bank) which must be a Lender). The Administrative Senior Facility Agent shall notify the 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(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 Issuing BankBank and the other Issuing Banks, or to such successor and all previous Issuing Banks and the other 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 and obligations of an Issuing Bank 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.

Replacement of the Issuing Bank. The 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. If ; provided, however, in the credit rating of event the Issuing Bank has been downgraded so that the Issuing Bank no longer satisfies the requirements of the beneficiary is replaced because of a Letter of Creditchange in its credit rating, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit with a successor Issuing Bank (with the consent of the Administrative Agent and the replaced Issuing Bank shall not be required so long as the successor Issuing Bank) which must be Bank is a Lender. The Administrative Agent shall notify the 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 an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing BankBanks” shall be deemed to refer to include such successor or to any previous Issuing BankBanks, 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 and obligations of an Issuing Bank 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.

Replacement of the Issuing Bank. 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. If ; provided, however, in the credit rating of event the Issuing Bank has been downgraded so that the Issuing Bank no longer satisfies the requirements of the beneficiary is replaced because of a Letter of Creditchange in its credit rating, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit with a successor Issuing Bank (with the consent of the Administrative Agent and the replaced Issuing Bank shall not be required so long as the successor Issuing Bank) which must be Bank is a Lender. The Administrative Agent shall notify the 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 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 and obligations of an Issuing Bank 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.

Replacement of the Issuing Bank. The Any Issuing Bank may be replaced at any time by written agreement among the BorrowerCompany, the Administrative Agent, the replaced Issuing Bank Agent and the successor Issuing Bank. If , and consented to by the credit rating of the Issuing Bank has been downgraded so that the Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit with a successor replaced Issuing Bank (with the such agreements and consent of the successor Issuing Bank) which must not to be a Lenderunreasonably delayed or withheld). The Administrative Agent shall notify the Lenders of any such replacement of the an 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 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 shall, unless otherwise provided in such written agreement, remain a party hereto and shall continue to have all the rights and and, if any Letters of Credit issued by it shall continue to be outstanding, the obligations of an Issuing Bank 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.

Replacement of the Issuing Bank. The 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. If the credit rating of the Bank (which may be an existing Issuing Bank has been downgraded so that agrees to assume the replaced Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter Bank’s commitment to issue Letters of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit with a successor Issuing Bank (with the consent of the successor Issuing Bank) which must be a Lender). The Administrative Agent shall notify the 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(c). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the 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 include 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 and obligations of an Issuing Bank 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.

Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the BorrowerBorrowers, the Administrative Agent, the replaced Issuing Bank (only if, as of the date of such written agreement, JPMorgan Chase Bank is the Issuing Bank but is not the Administrative Agent) and the successor Issuing Bank. If the credit rating of the Issuing Bank has been downgraded so that the Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit with a successor Issuing Bank (with the consent of the successor Issuing Bank) which must be a Lender. The Administrative Agent shall notify the 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 Letter of Credit Fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b3.01(k). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the 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. 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 issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

Replacement of the Issuing Bank. The An Issuing Bank may be added, or an existing Issuing Bank may be replaced or terminated, under this Agreement at any time by written agreement among the BorrowerCompany, the Administrative Agent, the replaced or terminated Issuing Bank and the new or successor Issuing Bank. If the credit rating of the Issuing Bank has been downgraded so that the Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit with a successor Issuing Bank (with the consent of the successor Issuing Bank) which must be a Lenderapplicable. The Administrative Agent shall notify the Lenders of any such addition, replacement of the Issuing Bankor termination. At the time any such replacement or termination shall become effective, the Borrower Company shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b)being replaced or terminated. From and after the effective date of any such replacementreplacement or addition, (i) the new or successor Issuing Bank shall have all the rights and obligations of the an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references thereafter. References herein to the term “Issuing Bank” shall be deemed to refer to such successor each new Issuing Bank or to any previous Issuing Bank, or to such successor new Issuing Bank and all previous Issuing Banks, as the context shall require. After the replacement or termination of an Issuing Bank hereunder, the replaced or terminated 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 any outstanding Letters of Credit issued by it prior to such replacementreplacement or termination, but shall not be required to issue additional any new Letters of Credit or to renew or extend any such outstanding Letters of Credit.

Replacement of the Issuing Bank. The Issuing JPMorgan Chase Bank, N.A. (and Bank of America, N.A. with respect to the Existing Letters of Credit) may be replaced as an Issuing Bank at any time by written agreement among the BorrowerCompany, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. If the credit rating of the Issuing Bank has been downgraded so that the Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit with a successor Issuing Bank (with the consent of the successor Issuing Bank) which must be a Lender. 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 Company 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 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. 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 issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

Replacement of the Issuing Bank. The An Issuing Bank may be added, or an existing Issuing Bank may be replaced or terminated, under this Agreement at any time by written agreement among the BorrowerCompany, the Administrative Agent, the replaced or terminated Issuing Bank and the new or successor Issuing Bank. If the credit rating of the Issuing Bank has been downgraded so that the Issuing Bank no longer satisfies the requirements of the beneficiary of a Letter of Credit, then the Borrower has the right to replace the Issuing Bank as the issuer of that Letter of Credit with a successor Issuing Bank (with the consent of the successor Issuing Bank) which must be a Lenderapplicable. The Administrative Agent shall notify the U.S. Lenders of any such addition, replacement of the Issuing Bankor termination. At the time any such replacement or termination shall become effective, the Borrower Company shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b)being replaced or terminated. From and after the effective date of any such replacementreplacement or addition, (i) the new or successor Issuing Bank shall have all the rights and obligations of the an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references thereafter. References herein to the term “"Issuing Bank” " shall be deemed to refer to such successor each new Issuing Bank or to any previous Issuing Bank, or to such successor new Issuing Bank and all previous Issuing Banks, as the context shall require. After the replacement or termination of an Issuing Bank hereunder, the replaced or terminated 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 any outstanding Letters of Credit issued by it prior to such replacementreplacement or termination, but shall not be required to issue additional any new Letters of Credit or to renew or extend any such outstanding Letters of Credit.