Common use of Replacement or Resignation of an Issuing Bank Clause in Contracts

Replacement or Resignation of an Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement among the Company, the Administrative Agent (which agreement shall not be unreasonably withheld), the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of any Issuing Bank. At the time any such replacement shall become effective, the 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 an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “US Issuing Bank” (if the replaced Issuing Bank is a US Issuing Bank) or “Canadian Issuing Bank” (if the replaced Issuing Bank is a Canadian 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. Any Issuing Bank may, with the consent of the Company, resign at any time by giving 30 days’ prior notice to the Administrative Agent, the Lenders and the Company. After the resignation of an Issuing Bank hereunder, the retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, renew or increase any existing Letter of Credit.

Replacement or Resignation of an Issuing Bank. Any An Issuing Bank may be replaced at any time by written agreement among the CompanyBorrower, the Administrative Agent (which agreement shall not be unreasonably withheld)Agent, the replaced Issuing Bank and the successor Issuing Bank. Any Issuing Bank may resign in connection with an assignment in full of its Revolving Facility Commitment in accordance with Section 9.04 by giving 30 days’ prior notice to the Administrative Agent and the Borrower. The Administrative Agent shall notify the Lenders of any such replacement or resignation of any an Issuing Bank. At the time any such replacement or resignation shall become effective, the Company 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 replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “US Issuing Bank” (if the replaced Issuing Bank is a US Issuing Bank) or “Canadian Issuing Bank” (if the replaced Issuing Bank is a Canadian 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 or resignation 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. Any Issuing Bank may, with the consent of the Company, resign at any time by giving 30 days’ prior notice to the Administrative Agent, the Lenders and the Company. After the resignation of an Issuing Bank hereunder, the or retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an such Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, replacement but shall not be required to issue additional Letters of Credit or to extend, renew or increase any existing Letter of Credit.