Common use of Replacement of Issuing Bank Clause in Contracts

Replacement of Issuing Bank. If the Issuing Bank (the “Current Issuing Bank”) fails to meet the Letter of Credit Issuer Rating or defaults in making any required payment pursuant to a Letter of Credit or Hedge Letter of Credit, it shall promptly notify the Administrative Agent and the Company. If the Issuing Bank fails to meet the Letter of Credit Issuer Rating or defaults in making any required payment pursuant to a Letter of Credit or Hedge Letter of Credit, and regardless of whether Company or Administrative Agent shall have received the notice referred to in the immediately preceding sentence, (i) Company shall be permitted to locate a banking institution (including any Lender) to act as the new Issuing Bank (the “Replacement Issuing Bank”) and (ii) the Administrative Agent shall use commercially reasonable efforts to assist the Company in locating a Replacement Issuing Bank. Any Replacement Issuing Bank must meet the Letter of Credit Issuer Rating. In connection with such replacement, Company shall have caused each outstanding Letter of Credit or Hedge Letter of Credit, as applicable, issued thereby to be cancelled or returned to the Current Issuing Bank. Current Issuing Bank agrees to cooperate and provide all needed documentation reasonably required to effect the foregoing replacement.

Replacement of Issuing Bank. If the Issuing Bank (the “Current Issuing Bank”"CURRENT ISSUING BANK") fails to meet the Letter of Credit Issuer Rating or defaults in making any required payment pursuant to a Letter of Credit or Hedge Letter of Credit, it shall promptly notify the Administrative Agent and the Company. If the Issuing Bank fails to meet the Letter of Credit Issuer Rating or defaults in making any required payment pursuant to a Letter of Credit or Hedge Letter of Credit, and regardless of whether Company or Administrative Agent shall have received the notice referred to in the immediately preceding sentence, (i) Company shall be permitted to locate a banking institution (including any Lender) to act as the new Issuing Bank (the “Replacement Issuing Bank”"REPLACEMENT ISSUING BANK") and (ii) the Administrative Agent shall use commercially reasonable efforts to assist the Company in locating a Replacement Issuing Bank. Any Replacement Issuing Bank must meet the Letter of Credit Issuer Rating. In connection with such replacement, Company shall have caused each outstanding Letter of Credit or Hedge Letter of Credit, as applicable, issued thereby to be cancelled or returned to the Current Issuing Bank. Current Issuing Bank agrees to cooperate and provide all needed documentation reasonably required to effect the foregoing replacement.