Common use of Resignation or Removal of Issuing Bank Clause in Contracts

Resignation or Removal of Issuing Bank. Issuing Bank may resign at any time by giving thirty (30) days prior written notice thereof to Borrowers and Lenders, and Issuing Bank may be removed at any time with or without cause by written agreement among Borrowers, Agent and the successor Issuing Bank; provided, however, that Borrowers shall have no right to approve a successor Issuing Bank if a Default has occurred and is continuing. If no successor Issuing Bank shall have been so appointed and shall have accepted such appointment within thirty (30) days of after the retiring Issuing Bank gives notice of its resignation, then the retiring Issuing Bank may, on behalf of Lenders and Agent, appoint a successor Issuing Bank, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of any appointment as Issuing Bank hereunder, Agent shall notify Lenders of such successor Issuing Bank, which shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Issuing Bank. At the time any such replacement shall become effective, Borrowers shall pay all unpaid fees and expenses accrued for the account of the retiring Issuing Bank pursuant to Subparagraphs 2.06(c)(ii) and (iii). After the replacement of the retiring Issuing Bank, the retiring Issuing Bank shall remain a party hereto and shall continue to have all rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but it shall not be required to issue additional Letters of Credit.

Resignation or Removal of Issuing Bank. The Issuing Bank may resign at any time by giving thirty (30) days 30 days’ prior written notice thereof to Borrowers and Lendersthe Account Party, and Issuing Bank may be removed at any time with or without cause by written agreement among Borrowers, Agent and the successor Account Party by notice to the Issuing Bank; provided, however, that Borrowers shall have no right to approve a successor Issuing Bank if a Default has occurred and is continuing. If no successor Issuing Bank shall have been so appointed and shall have accepted such appointment within thirty (30) days of after the retiring Issuing Bank gives notice of its resignation, then the retiring Issuing Bank may, on behalf of Lenders and Agent, appoint a successor Issuing Bank, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of any appointment as the Issuing Bank hereunder, Agent hereunder by a Person that shall notify Lenders of such agree to serve as successor Issuing Bank, which such successor shall thereupon succeed to and become vested with all the rightsinterests, powers, privileges rights and duties of the retiring Issuing Bank. At the time any such replacement shall become effective, Borrowers shall pay all unpaid fees and expenses accrued for the account obligations of the retiring Issuing Bank and the retiring Issuing Bank shall be discharged from its obligations to issue additional, extend, or increase the amount of Letters of Credit hereunder without affecting its rights and obligations with respect to Letters of Credit previously issued by it. At the time such removal or resignation shall become effective, the Account Party shall pay all accrued and unpaid Fees pursuant to Subparagraphs 2.06(c)(iiSection 2.10. The acceptance of any appointment as the Issuing Bank hereunder by a successor Issuing Bank shall be evidenced by an agreement entered into by such successor, in a form reasonably satisfactory to the Account Party, and, from and after the effective date of such agreement, (i) such successor Issuing Bank shall have all the rights and obligations of the previous Issuing Bank under this Agreement and the other Loan Documents and (iii)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 Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement resignation or removal of the retiring Issuing BankBank hereunder, the retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of the an Issuing Bank under set forth in this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such replacementresignation or removal, but it shall not be required to issue additional Letters of CreditCredit or extend or increase the amount of Letters of Credit then outstanding.

Resignation or Removal of Issuing Bank. Issuing Bank may resign at any time by giving thirty (30) days prior written notice thereof to Borrowers Borrower and Lenders, and Issuing Bank may be removed at any time with or without cause by written agreement among BorrowersBorrower, Agent and the successor Issuing Bank; provided, however, that Borrowers shall have Borrower has no right to approve a successor Issuing Bank if a Default has occurred and is continuing. If no successor Issuing Bank shall have been so appointed and shall have accepted such appointment within thirty (30) days of after the retiring Issuing Bank gives notice of its resignation, then the retiring Issuing Bank may, on behalf of Lenders and Agent, appoint a successor Issuing Bank, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of any appointment as Issuing Bank hereunder, Agent shall notify Lenders of such successor Issuing Bank, which shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Issuing Bank. At the time any such replacement shall become effective, Borrowers Borrower shall pay all unpaid fees and expenses accrued for the account of the retiring Issuing Bank pursuant to Subparagraphs 2.06(c)(ii) and (iii). After the replacement of the retiring Issuing Bank, the retiring Issuing Bank shall remain a party hereto and shall continue to have all rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but it shall not be required to issue additional Letters of Credit.

Resignation or Removal of Issuing Bank. Any Issuing Bank may resign as Issuing Bank hereunder at any time upon at least 30 days prior notice to the Lenders, Administrative Agent and Borrower; provided, that, if there is only one Issuing Bank at such time, then, unless Borrower otherwise consents, such resigning Issuing Bank shall either designate a successor Issuing Bank hereunder (and such successor shall agree to act as Issuing Bank hereunder) or such Issuing Bank shall remain as Issuing Bank hereunder. Any Issuing Bank may be replaced at any time by giving thirty (30) days prior written notice thereof to Borrowers and Lenders, and Issuing Bank may be removed at any time with or without cause by written agreement among BorrowersBorrower, Agent each Agent, the replaced Issuing Bank and the successor Issuing Bank; provided, however, that Borrowers . Administrative Agent shall have no right to approve a successor Issuing Bank if a Default has occurred and is continuing. If no successor Issuing Bank shall have been so appointed and shall have accepted such appointment within thirty (30) days of after notify the retiring Issuing Bank gives notice of its resignation, then the retiring Issuing Bank may, on behalf of Lenders and Agent, appoint a successor Issuing Bank, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance replacement of any appointment as Issuing Bank hereunder, Agent shall notify Lenders of such successor Issuing Bank, which shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Issuing Bank. At the time any such replacement resignation of an Issuing Bank shall become effective, Borrowers Borrower shall pay all unpaid fees and expenses accrued for the account of the retiring Issuing Bank pursuant to Subparagraphs 2.06(c)(iiSection 2.05(c). From and after the effective date of any such resignation or 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 by it thereafter and (iii)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 the retiring an Issuing Bank, the retiring replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of the an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or replacement, but it shall not be required to issue additional Letters of Credit.

Resignation or Removal of Issuing Bank. Issuing Bank may resign at any time by giving thirty (30) days with the prior written notice thereof to Borrowers consent of Agent and LendersU.S. Borrower (which consents should not be unreasonably withheld or delayed), and Issuing Bank may be removed at any time with or without cause by written agreement among BorrowersBorrowers by notice to Issuing Bank, Agent and the successor Issuing Bank; provided, however, that Borrowers shall have no right to approve a successor Lenders. An Issuing Bank may resign without the consent of Agent or U.S. Borrower, upon 30 days’ prior written notice to Agent and U.S. Borrower, if a Default has occurred and is continuing. If no successor there would remain at least one Issuing Bank shall have been so appointed and shall have accepted such appointment within thirty (30) days of after the retiring Issuing Bank gives notice of its resignation, then the retiring Issuing Bank may, on behalf of Lenders and Agent, appoint a successor Issuing Bank, which shall be a bank under this Agreement with an office in New York, New York, or an Affiliate ongoing commitment to issue Letters of any such bank. Upon Credit and LC Guaranties for the acceptance account of any appointment as Issuing Bank hereunder, Agent shall notify Lenders of such successor Issuing Bank, which shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Issuing BankBorrowers. At the time any such replacement removal or resignation shall become effective, Borrowers shall pay all unpaid fees accrued pursuant to Section 2.4. The acceptance of any appointment as Issuing Bank hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to Borrowers and expenses accrued for Agent, and, from and after the account effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the retiring previous Issuing Bank pursuant to Subparagraphs 2.06(c)(ii) under this Agreement and the other Loan Documents and (iii)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 Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement resignation or removal of the retiring an Issuing BankBank hereunder, the retiring Issuing Bank shall remain a party hereto 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 and LC Guaranties issued by it prior to such replacementresignation or removal, but it shall not be required to issue additional Letters of CreditCredit or LC Guaranties.

Resignation or Removal of Issuing Bank. Issuing Bank may resign at any time by giving thirty (30) days 30 days’ prior written notice thereof to Borrowers and LendersAdministrative Agent, and Issuing Bank may be removed at any time with or without cause by written agreement among Borrowers, Agent and the successor Issuing Bank; provided, however, that Borrowers shall have no right to approve a successor Issuing Bank if a Default has occurred and is continuing. If no successor Issuing Bank shall have been so appointed and shall have accepted such appointment within thirty (30) days of after the retiring Issuing Bank gives notice of its resignation, then the retiring Issuing Bank may, on behalf of Lenders and AgentCompany. Subject to the next succeeding paragraph, appoint a successor Issuing Bank, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon upon the acceptance of any appointment as Issuing Bank hereunderhereunder by a Lender that shall, Agent shall notify Lenders with the consent of Company (such consent not to be unreasonably withheld or delayed), agree to serve as successor Issuing Bank, which such successor shall thereupon succeed to and become vested with all the rightsinterests, powers, privileges rights and duties of the retiring Issuing Bank. At the time any such replacement shall become effective, Borrowers shall pay all unpaid fees and expenses accrued for the account obligations of the retiring Issuing Bank and the retiring Issuing Bank shall be discharged from its obligations to issue additional Synthetic Letters of Credit hereunder. At the time such removal or resignation shall become effective, Company shall pay all accrued and unpaid fees pursuant to Subparagraphs 2.06(c)(iiSection 2.11(b). The acceptance of any appointment as Issuing Bank hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to Company and Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Issuing Bank under this Agreement and the other Credit Documents and (iii)ii) references herein and in the other Credit Documents 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 resignation or removal of the retiring Issuing BankBank hereunder, the retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of the an Issuing Bank under this Agreement and the other Credit Documents with respect to Synthetic Letters of Credit issued by it prior to such replacementresignation or removal, but it shall not be required to issue additional Synthetic Letters of Credit.

Resignation or Removal of Issuing Bank. (a) The Issuing Bank may resign at any time by giving thirty (30) days prior written 60 days' notice thereof to Borrowers the Agent, the Lenders and Lendersthe Borrower, and Issuing Bank may be removed at any time with or without cause by written agreement among Borrowersthe Borrower by notice to the Issuing Bank, the Agent and the successor Issuing BankLenders. Upon any such resignation or removal, the Borrower shall (within 60 days after such notice of resignation or removal) either appoint a successor, or terminate the unutilized Letter of Credit Commitment; provided, however, that, if the Borrower elects to terminate the unutilized Letter of Credit Commitment, the Borrower may at any time thereafter that Borrowers shall have no right to approve a successor Issuing Bank if a Default has occurred and is continuing. If no successor Issuing Bank shall have been so appointed and shall have accepted such the Revolving Credit Commitments are in effect reinstate the Letter of Credit Commitment in connection with the appointment within thirty (30) days of after the retiring Issuing Bank gives notice of its resignation, then the retiring Issuing Bank may, on behalf of Lenders and Agent, appoint a successor Issuing Bank. Subject to paragraph (b) below, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon upon the acceptance of any appointment as Issuing Bank hereunder, Agent shall notify Lenders of such hereunder by a successor Issuing Bank, which such successor shall thereupon succeed to and become vested with all the rightsinterests, powers, privileges rights and duties of the retiring Issuing Bank. At the time any such replacement shall become effective, Borrowers shall pay all unpaid fees and expenses accrued for the account obligations of the retiring Issuing Bank pursuant to Subparagraphs 2.06(c)(ii) and (iii). After the replacement of the retiring Issuing Bank, the retiring Issuing Bank shall remain be discharged from its obligations to issue additional Letters 77 76 of Credit hereunder. The acceptance of any appointment as Issuing Bank hereunder by a successor issuing bank shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the Borrower and the Agent, and, from and after the effective date of such agreement, (i) such successor shall be a party hereto and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement with respect and the other Loan Documents and (ii) references herein and in the other Loan Documents to Letters of Credit issued by it prior the "Issuing Bank" shall be deemed to refer to such replacementsuccessor or to any previous Issuing Bank, but it or to such successor and all previous Issuing Banks, as the context shall not be required to issue additional Letters of Creditrequire.