Common use of Successor Issuing Bank Clause in Contracts

Successor Issuing Bank. The Issuing Bank may resign at any time by giving prior written notice thereof to the Lenders and the Borrowers, but such resignation shall not become effective until acceptance by a successor Issuing Bank of its appointment pursuant hereto. Upon any such resignation, the retiring Issuing Bank shall promptly appoint a successor Issuing Bank from among the Lenders, provided that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and the Borrowers and has a credit rating at least as high as that of the Issuing Bank; provided, however, that such approval by the Borrowers shall not be required at any time when a Default or Event of Default is continuing. If no successor Issuing Bank shall have been so appointed by the retiring Issuing Bank and shall have accepted such appointment, within 30 days after the retiring Issuing Bank's giving of notice of resignation, the Borrowers may appoint a successor Issuing Bank (which successor may be replaced by the Required Lenders; provided that such successor is reasonably acceptable to the Borrowers), which shall be either a Lender or a commercial bank organized, licensed, carrying on business under the laws of the United States of America or of any State thereof and shall have a combined capital and surplus of at least US$500,000,000. Upon the acceptance of any appointment as Issuing Bank hereunder by a successor Issuing Bank, such successor Issuing Bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Issuing Bank, and the retiring Issuing Bank shall be discharged from its duties and obligations under this Credit Agreement, the other Fundamental Documents and any other credit documentation, except with respect to Letters of Credit which are outstanding at the time of the resignation unless the successor Issuing Bank replaces the retiring Issuing Bank as the issuing bank on such Letters of Credit. The Borrowers and each Lender hereby agrees that each will use its commercially reasonable efforts to replace any such outstanding Letters of Credit issued by the retiring Issuing Bank. After any retiring Issuing Bank's resignation hereunder as Issuing Bank, the provisions of this Article 12 and Article 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Issuing Bank under this Credit Agreement.

Successor Issuing Bank. The Issuing Bank may resign at any time by giving prior written notice thereof to the Lenders and the Borrowers, but such resignation shall not become effective until acceptance by a successor Issuing Bank of its appointment pursuant hereto. Upon any such resignation, the retiring Issuing Bank shall promptly appoint a successor Issuing Bank from among the Lenders, provided that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and the Borrowers and has a credit rating at least as high as that of the Issuing Bank; provided, however, that such approval by the Borrowers shall not be required at any time when a Default or Event of Default is continuing. If no successor Issuing Bank shall have been so appointed by the retiring Issuing Bank and shall have accepted such appointment, within 30 days after the retiring Issuing Bank's ’s giving of notice of resignation, the Borrowers may appoint a successor Issuing Bank (which successor may be replaced by the Required Lenders; provided that such successor is reasonably acceptable to the Borrowers), which shall be either a Lender or a commercial bank organized, licensed, carrying on business under the laws of the United States of America or of any State thereof and shall have a combined capital and surplus of at least US$500,000,000U.S.$500,000,000. Upon the acceptance of any appointment as Issuing Bank hereunder by a successor Issuing Bank, such successor Issuing Bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Issuing Bank, and the retiring Issuing Bank shall be discharged from its duties and obligations under this Credit Agreement, the other Fundamental Documents and any other credit documentation, except with respect to Letters of Credit which are outstanding at the time of the resignation unless the successor Issuing Bank replaces the retiring Issuing Bank as the issuing bank on such Letters of Credit. The Borrowers and each Lender hereby agrees that each will use its commercially reasonable efforts to replace any such outstanding Letters of Credit issued by the retiring Issuing Bank. After any retiring Issuing Bank's ’s resignation hereunder as Issuing Bank, the provisions of this Article 12 and Article 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Issuing Bank under this Credit Agreement.

Successor Issuing Bank. The Issuing Bank may resign at any time by giving ten days’ prior written notice thereof to the Lenders and the BorrowersBorrower, but such resignation shall not become effective until acceptance by a successor Issuing Bank of its appointment pursuant hereto. Upon any such resignation, the retiring Issuing Bank shall consult with the Borrower and promptly appoint a successor Issuing Bank from among the LendersLenders which is experienced and sophisticated in entertainment industry lending, provided that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and the Borrowers Borrower and has a credit rating at least as high as that of the Issuing Bank; provided, however, that such approval by the Borrowers Borrower shall not be required at any time when a Default or Event of Default is shall have occurred and be continuing. If no successor Issuing Bank shall have been so appointed by the retiring Issuing Bank and shall have accepted such appointment, appointment within 30 days after the retiring Issuing Bank's ’s giving of notice of resignation, the Borrowers Borrower may appoint a successor Issuing Bank (which successor may be replaced by the Required Lenders; provided that such successor is reasonably acceptable to the BorrowersBorrower), which shall be either a Lender or a commercial bank organized, licensed, carrying on business under the laws of the United States of America or of any State thereof and shall have a combined capital and surplus of at least US$500,000,000250,000,000. Upon the acceptance of any appointment as Issuing Bank hereunder by a successor Issuing Bank, such successor Issuing Bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Issuing Bank, and the retiring Issuing Bank shall be discharged from its duties and obligations under this Credit Agreement, the other Fundamental Documents and any other credit documentation, except with respect to Letters of Credit which are outstanding at the time of the resignation unless the successor Issuing Bank replaces the retiring Issuing Bank as the issuing bank on such Letters of Credit. The Borrowers Borrower and each Lender hereby agrees that each will use its commercially reasonable efforts to replace any such outstanding Letters of Credit issued by the retiring Issuing Bank. After any retiring Issuing Bank's ’s resignation hereunder as Issuing Bank, the provisions of this Article 12 13 and Article 13 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Issuing Bank under this Credit Agreement.

Successor Issuing Bank. The Issuing Bank may resign at any time by giving as Issuing Bank upon sixty (60) days' prior written notice thereof to the Administrative Agent, the Lenders and the Borrowers, but such resignation shall not become effective until acceptance by a successor Issuing Bank of its appointment pursuant heretoBorrower. Upon any such resignation, If the retiring Issuing Bank shall promptly appoint a successor resign as Issuing Bank under this Agreement, then the Borrower shall appoint from among the LendersLenders a successor issuer of Letters of Credit, provided that whereupon such replacement is reasonably acceptable (as evidenced in writing) successor issuer shall succeed to the Required Lenders rights, powers and the Borrowers and has a credit rating at least as high as that duties of the Issuing Bank; provided, howeverand the term "Issuing Bank" shall mean such successor issuer effective upon such appointment. At the time such resignation shall become effective, that such approval by the Borrowers Borrower shall not be required at any time when a Default or Event of Default is continuing. If no successor pay to the resigning Issuing Bank shall have been so appointed by the retiring Issuing Bank all accrued and shall have accepted such appointment, within 30 days after the retiring Issuing Bank's giving of notice of resignation, the Borrowers may appoint a successor Issuing Bank (which successor may be replaced by the Required Lenders; provided that such successor is reasonably acceptable unpaid fees pursuant to the Borrowers), which shall be either a Lender or a commercial bank organized, licensed, carrying on business under the laws of the United States of America or of any State thereof and shall have a combined capital and surplus of at least US$500,000,000Section 2.4(b)(i) hereof. Upon the The acceptance of any appointment as the Issuing Bank hereunder by a successor Issuing BankLender 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 such agreement, such successor Lender shall have all the rights and obligations of the previous Issuing Bank under this Agreement and the other Loan Documents. After the resignation of the Issuing Bank hereunder, the resigning Issuing Bank shall thereupon succeed remain a party hereto and shall continue to and become vested with have all the rights, powers, privileges rights and duties obligations of the retiring a Issuing Bank, Bank under this Agreement and the retiring Issuing Bank shall be discharged from its duties and obligations under this Credit Agreement, the other Fundamental Loan Documents and any other credit documentation, except with respect to Letters of Credit which are outstanding at the time of the resignation unless the successor Issuing Bank replaces the retiring Issuing Bank as the issuing bank on issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit. The Borrowers and each Lender hereby agrees that each will use its commercially reasonable efforts to replace any such outstanding Letters of Credit issued by the retiring Issuing Bank. After any retiring Issuing Bank's resignation hereunder as Issuing Bank, the provisions of this Article 12 and Article 13 Agreement relating to the Issuing Bank shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was Issuing Bank under this Agreement or (ii) at any time with respect to Letters of Credit Agreementissued by such Issuing Bank.

Successor Issuing Bank. The Issuing Bank may resign at any time by giving prior written notice thereof to the Lenders and the BorrowersBorrower, but such resignation shall not become effective until acceptance by a successor Issuing Bank of its appointment pursuant hereto. Upon any such resignation, the retiring Issuing Bank shall promptly appoint a successor Issuing Bank from among the Lenders, provided that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and the Borrowers Borrower and has a credit rating at least as high as that of the Issuing Bank; provided, however, that such approval by the Borrowers Borrower shall not be required at any time when a Default or Event of Default is continuing. If no successor Issuing Bank shall have been so appointed by the retiring Issuing Bank and shall have accepted such appointment, within 30 days after the retiring Issuing Bank's giving of notice of resignation, the Borrowers Borrower may appoint a successor Issuing Bank (which successor may be replaced by the Required Lenders; provided that such successor is reasonably acceptable to the BorrowersBorrower), which shall be either a Lender or a commercial bank organized, licensed, carrying on business organized or licensed under the laws of the United States of America or of any State thereof and shall have a combined capital and surplus of at least US$500,000,000$250,000,000. Upon the acceptance of any appointment as Issuing Bank hereunder by a successor Issuing Bank, such successor Issuing Bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Issuing Bank, and the retiring Issuing Bank shall be discharged from its duties and obligations under this Credit Agreement, the other Fundamental Documents and any other credit documentation, except with respect to Letters of Credit which are outstanding at the time of the resignation unless the successor Issuing Bank replaces the retiring Issuing Bank as the issuing bank on such Letters of Credit. The Borrowers Borrower and each Lender hereby agrees that each will use its commercially reasonable efforts to replace any such outstanding Letters of Credit issued by the retiring Issuing Bank. After any retiring Issuing Bank's resignation hereunder as Issuing Bank, the provisions of this Article 12 and Article 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Issuing Bank under this Credit Agreement.

Successor Issuing Bank. The Issuing Bank may resign at any time by giving ten days’ prior written notice thereof to the Lenders and the BorrowersBorrower, but such resignation shall not become effective until acceptance by a successor Issuing Bank of its appointment pursuant hereto. Upon any such resignation, the retiring Issuing Bank shall consult with the Borrower and promptly appoint a successor Issuing Bank from among the LendersLenders which is experienced and sophisticated in entertainment industry lending, provided that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and the Borrowers Borrower and has a credit rating at least as high as that of the Issuing Bank; provided, however, that (a) such approval by the Borrowers Borrower shall not be required at any time when a Default or Event of Default shall have occurred and be continuing and (b) in no case shall any “hedge fund”, as such term is continuingcurrently understood, shall become a Successor Issuing Bank. If no successor 115 Issuing Bank shall have been so appointed by the retiring Issuing Bank and shall have accepted such appointment, appointment within 30 days after the retiring Issuing Bank's ’s giving of notice of resignation, the Borrowers Borrower may appoint a successor Issuing Bank (which successor may be replaced by the Required LendersBank; provided that such successor is reasonably acceptable to the Borrowers)(as evidenced in writing) to the Required Lenders, which shall be either a Lender or a commercial bank organized, licensed, carrying on business under the laws of the United States of America or of any State thereof and shall have a combined capital and surplus of at least US$500,000,000$250,000,000. Upon the acceptance of any appointment as Issuing Bank hereunder by a successor Issuing Bank, such successor Issuing Bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Issuing Bank, and the retiring Issuing Bank shall be discharged from its duties and obligations under this Credit Agreement, the other Fundamental Documents and any other credit documentation, except with respect to Letters of Credit which are outstanding at the time of the resignation unless the successor Issuing Bank replaces the retiring Issuing Bank as the issuing bank on such Letters of Credit. The Borrowers and each Lender Borrower hereby agrees that each it will use its commercially reasonable efforts to replace any such outstanding Letters of Credit issued by the retiring Issuing Bank. After any retiring Issuing Bank's ’s resignation hereunder as Issuing Bank, the provisions of this Article 12 and Article 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Issuing Bank under this Credit Agreement.

Successor Issuing Bank. The Issuing Bank may resign at any time by giving fifteen (15) days’ prior written notice thereof to the Lenders and the BorrowersBorrower, but such resignation shall not become effective until acceptance by a successor Issuing Bank issuing bank of its appointment pursuant hereto. Upon any such resignation, the retiring Issuing Bank shall consult 175 with the Borrower and promptly appoint a successor Issuing Bank issuing bank from among the Lenders; provided, provided that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and the Borrowers Borrower and has a credit rating at least as high as that of the retiring Issuing Bank; provided, however, that such approval by the Borrowers Borrower shall not be required at any time when a Default or Event of Default is shall have occurred and be continuing. If no successor Issuing Bank issuing bank shall have been so appointed by the retiring Issuing Bank and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Issuing Bank's ’s giving of notice of resignation, the Borrowers Borrower may appoint a successor Issuing Bank issuing bank (which successor may be replaced by the Required Lenders); provided provided, that so long as no Default or Event of Default shall have occurred and be continuing, such successor is reasonably acceptable to the BorrowersBorrower), which shall be either a Lender or a commercial bank organized, licensed, carrying on business under the laws of the United States of America or of any State thereof and shall have a combined capital and surplus of at least US$500,000,000$250,000,000. Upon the acceptance of any appointment as Issuing Bank hereunder by a successor Issuing Bankissuing bank, such successor Issuing Bank issuing bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Issuing Bank, and the retiring Issuing Bank shall be discharged from its duties and obligations under this Credit Agreement, the other Fundamental Documents and any other credit documentation, except with respect to Letters of Credit which are outstanding at the time of the resignation unless the successor Issuing Bank issuing bank replaces the retiring Issuing Bank as the issuing bank on such Letters of Credit. The Borrowers Borrower and each Lender hereby agrees that each will use its commercially reasonable efforts to replace any such outstanding Letters of Credit issued by the retiring Issuing Bank, or if such Letters of Credit cannot be replaced, to provide the retiring Issuing Bank with cash collateral and/or a back-to-back letter of credit from the successor issuing bank with respect to all such outstanding Letters of Credit. After any retiring Issuing Bank's ’s resignation hereunder as Issuing Bank, the provisions of this Article 12 and Article 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Issuing Bank under this Credit Agreement.

Successor Issuing Bank. The Issuing Bank may resign at any time by giving prior written notice thereof to the Lenders and the BorrowersBorrower, but such resignation shall not become effective until acceptance by a successor Issuing Bank of its appointment pursuant hereto. Upon any such resignation, the retiring Issuing Bank shall promptly appoint a successor Issuing Bank from among the Lenders, provided that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and the Borrowers Borrower and has a credit rating at least as high as that of the Issuing Bank; provided, however, that such approval by the Borrowers Borrower shall not be required at any time when a Default or Event of Default is continuing. If no successor Issuing Bank shall have been so appointed by the retiring Issuing Bank and shall have accepted such appointment, within 30 days after the retiring Issuing Bank's giving of notice of resignation, the Borrowers Borrower may appoint a successor Issuing Bank (which successor may be replaced by the Required Lenders; provided that such successor is reasonably acceptable to the BorrowersBorrower), which shall be either a Lender or a commercial bank organized, licensed, carrying on business under the laws of the United States of America or of any State thereof and shall have a combined capital and surplus of at least US$500,000,000. Upon the acceptance of any appointment as Issuing Bank hereunder by a successor Issuing Bank, such successor Issuing Bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Issuing Bank, and the retiring Issuing Bank shall be discharged from its duties and obligations under this Credit Agreement, the other Fundamental Documents and any other credit documentation, except with respect to Letters of Credit which are outstanding at the time of the resignation unless the successor Issuing Bank replaces the retiring Issuing Bank as the issuing bank on such Letters of Credit. The Borrowers Borrower and each Lender hereby agrees agree that each will use its commercially reasonable efforts to replace any such outstanding Letters of Credit issued by the retiring Issuing Bank. After any retiring Issuing Bank's resignation hereunder as Issuing Bank, the provisions of this Article 12 and Article 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Issuing Bank under this Credit Agreement.

Successor Issuing Bank. The Issuing Bank may resign at any time by giving prior written notice thereof to the Lenders and the BorrowersBorrower, but such resignation shall not become effective until acceptance by a successor Issuing Bank of its appointment pursuant hereto. Upon any such resignation, the retiring Issuing Bank shall promptly appoint a successor Issuing Bank from among the Lenders, provided that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and the Borrowers Borrower and has a credit rating at least as high as that of the Issuing Bank; provided, however, that such approval by the Borrowers Borrower shall not be required at any time when a Default or Event of Default is continuing. If no successor Issuing Bank shall have been so appointed by the retiring Issuing Bank and shall have accepted such appointment, within 30 days after the retiring Issuing Bank's ’s giving of notice of resignation, the Borrowers Borrower may appoint a successor Issuing Bank (which successor may be replaced by the Required Lenders; provided that such successor is reasonably acceptable to the BorrowersBorrower), which shall be either a Lender or a commercial bank organized, licensed, carrying on business organized or licensed under the laws of the United States of America or of any State thereof and shall have a combined capital and surplus of at least US$500,000,000$250,000,000. Upon the acceptance of any appointment as Issuing Bank hereunder by a successor Issuing Bank, such successor Issuing Bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Issuing Bank, and the retiring Issuing Bank shall be discharged from its duties and obligations under this Credit Agreement, the other Fundamental Documents and any other credit documentation, except with respect to Letters of Credit which are outstanding at the time of the resignation unless the successor Issuing Bank replaces the retiring Issuing Bank as the issuing bank on such Letters of Credit. The Borrowers Borrower and each Lender hereby agrees that each will use its commercially reasonable efforts to replace any such outstanding Letters of Credit issued by the retiring Issuing Bank. After any retiring Issuing Bank's ’s resignation hereunder as Issuing Bank, the provisions of this Article 12 and Article 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Issuing Bank under this Credit Agreement.

Successor Issuing Bank. The Issuing Bank may resign at any time by giving prior written notice thereof to the Lenders other members of the Bank Group and the Borrowers, but such resignation shall not become effective until acceptance by a successor Issuing Bank of its appointment pursuant heretoBorrower. Upon any such resignation, the retiring Issuing Bank Majority Banks shall promptly have the right to appoint a successor Issuing Bank from among the Lenders, provided that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and the Borrowers and has a credit rating at least as high as that of the Issuing Bank; provided, however, that such approval by the Borrowers shall not be required at any time when a Default or Event of Default is continuing. If no successor Issuing Bank shall have been so appointed by the retiring Issuing Bank Majority Banks, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Issuing Bank's giving of notice of resignation, then the Borrowers may retiring Issuing Bank may, on behalf of the Banks, appoint a successor Issuing Bank (which successor may be replaced by the Required Lenders; provided that such successor is reasonably acceptable to the Borrowers)Bank, which shall be either a Lender or a commercial bank organized, licensed, carrying on business or corporation organized under the laws of the United States of America or of any State state thereof and shall have having a combined capital and surplus of at least US$$500,000,000. So long as no Default exists, the Borrower shall have the right to approve each successor Issuing Bank, which approval shall not be unreasonably withheld. Upon the acceptance of any appointment as Issuing Bank hereunder by a successor Issuing Bank, such successor Issuing Bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Issuing Bank, and the retiring Issuing Bank shall be discharged from its duties and obligations under this Credit Agreement, subject to the other Fundamental Documents requirement that such retiring Issuing Bank will execute such documents and any other credit documentation, except with respect take such actions as may be necessary or desirable to Letters of Credit which are outstanding at the time of the resignation unless cause the successor Issuing Bank replaces to be vested with all such rights, powers, privileges and duties. Without limiting the generality of the foregoing, the Borrower, the retiring Issuing Bank as and the issuing bank on such Letters of Credit. The Borrowers and successor Issuing Bank will cause each Lender hereby agrees that each will use its commercially reasonable efforts to replace any such outstanding Letters Letter of Credit issued by the retiring Issuing Bank to be terminated and replaced by a Letter of Credit issued by the successor Issuing Bank. After any retiring Issuing Bank's resignation hereunder as Issuing Bank, the provisions of this Article 12 and Article 13 VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Issuing Bank under this Credit Agreement. All reasonable costs and expenses incurred by the Bank Group in connection with any amendments or other documentation required by this Section 8.08 shall be paid by the Borrower pursuant to Section 9.04 hereof.

Successor Issuing Bank. The Issuing Bank may resign be replaced at any time by giving prior written notice thereof to agreement among the Lenders Company, the Administrative Agent, the replaced Issuing Bank, and the Borrowers, but such resignation shall not become effective until acceptance by a successor Issuing Bank Bank. The Administrative Agent shall notify the Banks of its appointment pursuant hereto. Upon any such resignation, the retiring Issuing Bank shall promptly appoint a successor Issuing Bank from among the Lenders, provided that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and the Borrowers and has a credit rating at least as high as that of the Issuing Bank; provided. At the time any such replacement shall become effective, howevereach Applicant shall pay all unpaid fees accrued for the account of the replaced Issuing Bank, that including pursuant to Section 2.05. From and after the effective date of any such approval by replacement, (i) the Borrowers shall not be required at any time when a Default or Event of Default is continuing. If no successor Issuing Bank shall have been so appointed by all the retiring rights and obligations of the Issuing Bank under this Agreement with respect to LOCs to be issued thereafter and shall have accepted such appointment, within 30 days after (ii) references herein to the retiring term "Issuing Bank's giving of notice of resignation, the Borrowers may appoint a successor Issuing Bank (which successor may " shall be replaced by the Required Lenders; provided that deemed to refer to such successor is reasonably acceptable or to the Borrowers), which shall be either a Lender or a commercial bank organized, licensed, carrying on business under the laws of the United States of America or of any State thereof and shall have a combined capital and surplus of at least US$500,000,000. Upon the acceptance of any appointment as Issuing Bank hereunder by a successor 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 thereupon succeed remain a party hereto and shall continue to and become vested with have all the rightsrights and obligations of an Issuing Bank under this Agreement with respect to LOCs issued by it prior to such replacement, powers, privileges and duties of the retiring Issuing Bank, and the retiring but shall not be required to issue additional LOCs. The replaced Issuing Bank shall be discharged from its duties use commercially reasonable efforts to cooperate with the Company and obligations under this Credit Agreement, the other Fundamental Documents and any other credit documentation, except with respect to Letters of Credit which are outstanding at the time of the resignation unless the successor Issuing Bank replaces at no charge to the retiring Issuing Bank as Company in replacing the issuing bank on such Letters of Credit. The Borrowers and each Lender hereby agrees that each will use its commercially reasonable efforts to replace any such outstanding Letters of Credit LOCs issued by the retiring replaced Issuing Bank with those issued by the successor Issuing Bank. After No fees or expenses shall be payable by the Company, any retiring Credit Party or any Subsidiary Applicant in respect of the replacement of the Issuing Bank's resignation hereunder as Issuing Bank, the provisions of this Article 12 and Article 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Issuing Bank under this Credit Agreement.

Successor Issuing Bank. The Issuing Bank may resign at any time by giving prior written notice thereof to the Lenders and the BorrowersBorrower, but such resignation shall not become effective until acceptance by a successor Issuing Bank of its appointment pursuant hereto. Upon any such resignation, the retiring Issuing Bank shall promptly appoint a successor Issuing Bank from among the Lenders, provided that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and the Borrowers Borrower and has a credit rating at least as high as that of the Issuing Bank; provided, however, that such approval by the Borrowers Borrower shall not be required at any time when a Default or Event of Default is continuing. If no successor Issuing Bank shall have been so appointed by the retiring Issuing Bank and shall have accepted such appointment, within 30 days after the retiring Issuing Bank's ’s giving of notice of resignation, the Borrowers Borrower may appoint a successor Issuing Bank (which successor may be replaced by the Required Lenders; provided that such successor is reasonably acceptable to the BorrowersBorrower), which shall be either a Lender or a commercial bank organized, licensed, carrying on business under the laws of the United States of America or of any State thereof and shall have a combined capital and surplus of at least US$500,000,000. Upon the acceptance of any appointment as Issuing Bank hereunder by a successor Issuing Bank, such successor Issuing Bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Issuing Bank, and the retiring Issuing Bank shall be discharged from its duties and obligations under this Credit Agreement, the other Fundamental Documents and any other credit documentation, except with respect to Letters of Credit which are outstanding at the time of the resignation unless the successor Issuing Bank replaces the retiring Issuing Bank as the issuing bank on such Letters of Credit. The Borrowers Borrower and each Lender hereby agrees agree that each will use its commercially reasonable efforts to replace any such outstanding Letters of Credit issued by the retiring Issuing Bank. After any retiring Issuing Bank's ’s resignation hereunder as Issuing Bank, the provisions of this Article 12 and Article 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Issuing Bank under this Credit Agreement.

Successor Issuing Bank. The Issuing Bank may resign at any time by giving prior written notice thereof to the Lenders and the BorrowersParent, but such resignation shall not become effective until acceptance by a successor Issuing Bank of its appointment pursuant hereto. Upon any such resignation, the retiring Issuing Bank shall promptly appoint a successor Issuing Bank from among the Lenders, provided that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and the Borrowers Parent and has a credit rating at least as high as that of the Issuing Bank; provided, however, that such approval by the Borrowers Parent shall not be required at any time when a Default or Event of Default is continuing. If no successor Issuing Bank shall have been so appointed by the retiring Issuing Bank and shall have accepted such appointment, within 30 days after the retiring Issuing Bank's giving of notice of resignation, the Borrowers Parent may appoint a successor Issuing Bank (which successor may be replaced by the Required Lenders; provided that such successor is reasonably acceptable to the BorrowersParent), which shall be either a Lender or a commercial bank organized, licensed, carrying on business organized or licensed under the laws of the United States of America or of any State thereof and shall have a combined capital and surplus of at least US$500,000,000$250,000,000. Upon the acceptance of any appointment as Issuing Bank hereunder by a successor Issuing Bank, such successor Issuing Bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Issuing Bank, and the retiring Issuing Bank shall be discharged from its duties and obligations under this Credit Agreement, the other Fundamental Documents and any other credit documentation, except with respect to Letters of Credit which are outstanding at the time of the resignation unless the successor Issuing Bank replaces the retiring Issuing Bank as the issuing bank on such Letters of Credit. The Borrowers Parent and each Lender hereby agrees that each will use its commercially reasonable efforts to replace any such outstanding Letters of Credit issued by the retiring Issuing Bank. After any retiring Issuing Bank's resignation hereunder as Issuing Bank, the provisions of this Article 12 and Article 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Issuing Bank under this Credit Agreement.