Common use of Resignation of the Issuing Bank Clause in Contracts

Resignation of the Issuing Bank. The Issuing Bank may resign as the Issuing Bank upon thirty days prior written notice to the Administrative Agent, Lenders and the Borrower Representative. Upon any such notice of resignation, the Required Lenders shall have the right, upon five Business Days’ notice to the Borrower Representative, to appoint a successor Issuing Bank with the consent of the Borrowers; provided, (x) no such consent of the Borrowers shall be required while an Event of Default exists and (y) such consent shall not be unreasonably withheld, delayed or conditioned, and shall be deemed to have been given unless the Borrowers shall have objected to such appointment by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, failing such appointment, the retiring Issuing Bank may appoint, on behalf of the Lenders, a successor Issuing Bank from among the Lenders or any other financial institution. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the thirtieth day following such written notice. At the time any such resignation shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced the Issuing Bank. From and after the effective date of any such resignation, (i) any successor to the 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 the Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of the Issuing Bank hereunder, the resigning Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit.

Resignation of the Issuing Bank. The Issuing Bank may resign as the Issuing Bank upon thirty days at any time by giving at least 30 days’ prior written notice to the Administrative Agent, the Lenders and the Borrower RepresentativeBorrower. Upon any receipt of such notice notice, Borrower may designate a Lender to act as an issuing bank under the terms of resignation, the Required Lenders shall have the right, upon five Business Days’ notice to the Borrower Representative, to appoint a successor Issuing Bank this Agreement with the consent of the Borrowers; provided, Administrative Agent (x) no such consent of the Borrowers shall be required while an Event of Default exists and (y) such which consent shall not be unreasonably withheld) and such Lender. Upon the acceptance of any appointment as the Issuing Bank hereunder by a Lender that shall agree to serve as successor Issuing Bank, delayed or conditionedsuch successor shall succeed to and become vested with all the interests, rights and shall be deemed to have been given unless the Borrowers shall have objected to such appointment by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, failing such appointment, obligations of the retiring Issuing Bank may appoint, on behalf of and the Lenders, a successor retiring Issuing Bank shall be discharged from among the Lenders or any other financial institution. Whether or not a successor has been appointed, such resignation shall become effective in accordance its obligations to issue additional Letters of Credit hereunder without affecting its rights and obligations with such notice on the thirtieth day following such written noticerespect to Letters of Credit previously issued by it. At the time any such resignation shall become effective, the Borrowers Borrower shall pay all accrued and unpaid fees accrued for the account of the replaced retired Issuing Bank pursuant to Section 2.05. The acceptance of any appointment as the Issuing Bank. From Bank hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to Borrower and the Administrative Agent, and, from and after the effective date of any such resignationagreement, (iA) any such successor to the Issuing Bank Lender shall have all the rights and obligations of the previous Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and the Loan Documents and (iiB) references herein and in the Loan Documents to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous the Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of the Issuing Bank hereunder, the resigning retiring Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement and the 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.

Resignation of the Issuing Bank. The Any Issuing Bank may resign as an the Issuing Bank upon thirty 60 days prior written notice to the Administrative Agent, Lenders and the Borrower RepresentativeBorrower. Upon any such notice of resignation, the Required Lenders shall have the right, upon five Business Days’ notice to the Borrower Representative, to appoint a successor Issuing Bank with the consent of the Borrowers; provided, (x) no such consent of the Borrowers shall be required while an Event of Default exists and (y) such consent shall not be unreasonably withheld, delayed or conditioned, and shall be deemed to have been given unless the Borrowers shall have objected to such appointment by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, failing such appointment, the retiring The Issuing Bank may appointbe replaced at any time by written agreement among the Borrower, on behalf the Administrative Agent, the replaced Issuing Bank (provided that no consent will be required if the replaced Issuing Bank has no Letters of Credit or reimbursement obligations with respect thereto outstanding) and the Lenders, a successor Issuing Bank from among Bank. The Administrative Agent shall notify the Lenders or of any other financial institution. Whether or not a successor has been appointed, such resignation shall become effective in accordance with replacement of such notice on the thirtieth day following such written noticeIssuing Bank. At the time any such replacement or resignation shall become effective, the Borrowers Borrower shall pay all unpaid fees accrued for the account of the replaced the Issuing Bank. From and after the effective date of any such replacement or resignation, (i) any successor to the 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 the Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement or resignation of the Issuing Bank hereunder, the resigning replaced Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit.

Resignation of the Issuing Bank. The Issuing Bank may resign as the Issuing Bank upon thirty days at any time by giving 180 days' prior written notice to the Administrative Agent, the Lenders and the Borrower RepresentativeParent. Upon any such notice of resignation, the Required Lenders The Parent shall have the right, upon five Business Days’ notice to the Borrower Representative, right to appoint a any Lender as successor Issuing Bank with Bank, subject to the consent of the Borrowers; provided, Required Lenders including the appointed Lender (x) no such which consent of the Borrowers appointed Lender shall be required while an Event in such Lender's sole discretion, and which consent of Default exists and (y) such consent the other Required Lenders shall not be unreasonably withheld). Upon the acceptance of any appointment as the Issuing Bank hereunder by a Lender that shall agree to serve as successor Issuing Bank, delayed or conditionedsuch successor shall succeed to and become vested with all the interests, rights and shall be deemed to have been given unless the Borrowers shall have objected to such appointment by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, failing such appointment, obligations of the retiring Issuing Bank may appoint, on behalf (except to the extent provided for in the last sentence of this Section) and the Lenders, a successor retiring Issuing Bank shall be discharged from among the Lenders or any other financial institution. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the thirtieth day following such written noticeits obligations to issue additional Letters of Credit hereunder. At the time any such resignation shall become effective, the Borrowers Parent shall pay all accrued and unpaid fees accrued for the account Issuing Bank Fees. The acceptance of the replaced any appointment as the Issuing Bank. From Bank hereunder by a successor Lender shall be evidenced by an agreement 28 entered into by such successor, in a form satisfactory to the Parent and the Administrative Agent, and from and after the effective date of any such resignation, agreement (i) any such successor to the Issuing Bank Lender shall have all the rights and obligations of the previous Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “"Issuing Bank” " shall be deemed to refer to such successor or to any previous the Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of the Issuing Bank hereunder, the resigning retiring Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of the an Issuing Bank under this Agreement and the other Facility 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.

Resignation of the Issuing Bank. The Issuing Bank may resign as the Issuing Bank upon thirty days at any time by giving 30 days’ prior written notice to the Administrative Agent, the Lenders and the Borrower RepresentativeBorrower. Upon any such notice of resignation, Subject to the Required Lenders shall have the rightnext succeeding paragraph, upon five Business Days’ notice the acceptance of any appointment as the Issuing Bank hereunder by a Lender that shall agree to the Borrower Representative, to appoint a serve as successor Issuing Bank Bank, such successor shall succeed to and become vested with all the consent interests, rights and obligations of the Borrowers; provided, (x) no such consent of the Borrowers shall be required while an Event of Default exists and (y) such consent shall not be unreasonably withheld, delayed or conditioned, and shall be deemed to have been given unless the Borrowers shall have objected to such appointment by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, failing such appointment, the retiring Issuing Bank may appoint, on behalf of and the Lenders, a successor retiring Issuing Bank shall be discharged from among the Lenders or any other financial institution. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the thirtieth day following such written noticeits obligations to issue additional Letters of Credit hereunder. At the time any such removal or resignation shall become effective, the Borrowers Borrower shall pay all accrued and unpaid fees accrued for the account pursuant to Section 2.05(c)(ii). The acceptance of the replaced any appointment as the Issuing Bank. From Bank hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the Borrower and the Administrative Agent, and, from and after the effective date of any such resignationagreement, (i) any such successor to the Issuing Bank Lender shall have all the rights and obligations of the previous Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous the Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation or removal of the Issuing Bank hereunder, the resigning retiring Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of the an Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignationresignation or removal, but shall not be required to issue additional Letters of Credit.

Resignation of the Issuing Bank. The Issuing Bank may resign as the Issuing Bank upon thirty days at any ------------------------------- time by giving 180 days' prior written notice to the Administrative Agent, Lenders the Banks and the Borrower RepresentativeBorrower. Upon the acceptance of any such notice appointment as the Issuing Bank hereunder by one of resignation, the Required Lenders Banks that shall have the right, upon five Business Days’ notice agree to the Borrower Representative, to appoint serve as a successor Issuing Bank Bank, such successor shall succeed to and become vested with the consent all of the Borrowers; providedinterests, (x) no such consent rights and obligations of the Borrowers shall be required while an Event of Default exists and (y) such consent shall not be unreasonably withheld, delayed or conditioned, and shall be deemed to have been given unless the Borrowers shall have objected to such appointment by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, failing such appointment, the retiring Issuing Bank may appoint, on behalf of and the Lenders, a successor retiring Issuing Bank shall be discharged from among the Lenders or any other financial institution. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the thirtieth day following such written noticeits obligations to issue additional Letters of Credit hereunder. At the time any such resignation shall become effective, the Borrowers Borrower shall pay all accrued and unpaid fees accrued to the, Agent for the account benefit of the replaced retiring Issuing Bank pursuant to this Agreement. The acceptance of any appointment as a successor Issuing Bank hereunder by one of the Issuing Banks shall be evidenced by an agreement entered into by such Bank. From , in a form satisfactory to the Borrower and the Agent, and from and after the effective date of any such resignation, agreement (i) any successor to the Issuing such Bank shall have all of the rights and obligations of the previous Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and the other Loan Documents, and (ii) references herein and in the other Loan Documents to the term “"Issuing Bank” " shall be deemed to refer to such successor or to any the previous the Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of the Issuing Bank hereunder, the resigning retiring Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all of the rights and obligations of the an Issuing Bank under this Agreement and the other loan documents with respect to Letters of Credit issued by it prior to such resignationresignation or removal, but shall not be required to issue additional Letters of Credit.

Resignation of the Issuing Bank. The Issuing Bank may resign as the Issuing Bank upon thirty days at any time by giving 180 days' prior written notice to the Administrative Agent, the Lenders and the Borrower RepresentativeParent. Upon any such notice of resignation, the Required Lenders The Parent shall have the right, upon five Business Days’ notice to the Borrower Representative, right to appoint a any Lender as successor Issuing Bank with Bank, subject to the consent of the Borrowers; provided, Required Lenders including the appointed Lender (x) no such which consent of the Borrowers appointed Lender shall be required while an Event in such Lender's sole discretion, and which consent of Default exists and (y) such consent the other Required Lenders shall not be unreasonably withheld). Upon the acceptance of any appointment as the Issuing Bank hereunder by a Lender that shall agree to serve as successor Issuing Bank, delayed or conditionedsuch successor shall succeed to and become vested with all the interests, rights and shall be deemed to have been given unless the Borrowers shall have objected to such appointment by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, failing such appointment, obligations of the retiring Issuing Bank may appoint, on behalf (except to the extent provided for in the last sentence of this Section) and the Lenders, a successor retiring Issuing Bank shall be discharged from among the Lenders or any other financial institution. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the thirtieth day following such written noticeits obligations to issue additional Letters of Credit hereunder. At the time any such resignation shall become effective, the Borrowers each Borrower shall pay to such retiring Issuing Bank all accrued and unpaid fees accrued Issuing Bank Fees on the Letters of Credit issued for the account such Borrower's account. The acceptance of the replaced any appointment as the Issuing Bank. From Bank hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the Parent and the Administrative Agent, and from and after the effective date of any such resignation, agreement (i) any such successor to the Issuing Bank Lender shall have all the rights and obligations of the previous Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “"Issuing Bank” " shall be deemed to refer to such successor or to any previous the Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of the Issuing Bank hereunder, the resigning retiring Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of the an Issuing Bank under this Agreement and the other Facility 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.