Common use of Resignation of an Issuing Bank Clause in Contracts

Resignation of an Issuing Bank. An Issuing Bank may resign at any time by giving 30 days’ prior written notice to the Administrative Agent, the Revolving Lenders and the Borrower. Upon the acceptance of any appointment as an Issuing Bank hereunder by a Revolving Lender satisfactory to the Borrower and the Administrative Agent (such satisfaction not to be unreasonably withheld or delayed) that shall agree to serve as successor Issuing Bank, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Issuing Bank and the retiring Issuing Bank shall be discharged from its obligations to issue additional Letters of Credit hereunder. At the time such resignation shall become effective, the Borrower shall pay all accrued and unpaid fees pursuant to Section 2.05(c)(ii). The acceptance of any appointment as an Issuing Bank hereunder by a successor Revolving Lender shall be evidenced by an agreement entered into by such successor, in a form reasonably satisfactory to the Borrower and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Revolving Lender shall have all the rights and obligations of the previous Issuing Bank under this Agreement 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 Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. 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.

Resignation of an Issuing Bank. An Subject to the appointment and acceptance of a successor Issuing Bank reasonably acceptable to the Borrower (to the extent that there is only one Issuing Bank hereunder at such time), any Issuing Bank may resign at any time by giving 30 xxxxxx (30) days’ prior written notice to the Administrative Agent, the Revolving Lenders and the Borrower. Upon the acceptance of any appointment as an Issuing Bank hereunder by a Revolving Lender satisfactory to the Borrower and the Administrative Agent (such satisfaction not to be unreasonably withheld or delayed) that shall agree to serve as successor Issuing Bank, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Issuing Bank and the retiring Issuing Bank shall be discharged from its obligations to issue additional Letters of Credit hereunder. At the time any such resignation shall become effective, the Borrower shall pay all accrued and unpaid fees accrued for the account of the resigning Issuing Bank pursuant to Section 2.05(c)(ii2.14(c). The acceptance Notwithstanding the effectiveness of any appointment as an Issuing Bank hereunder by a successor Revolving Lender shall be evidenced by an agreement entered into by such successor, in a form reasonably satisfactory to the Borrower and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Revolving Lender shall have all the rights and obligations of the previous Issuing Bank under this Agreement 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 Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of an Issuing Bank hereunderresignation, the retiring resigning 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 resignation, but shall not (a) be required (and shall be discharged from its obligations) to issue any additional Letters of CreditCredit or extend or increase the amount of Letters of Credit then DB1/ 110470318.9 80 outstanding, without affecting its rights and obligations with respect to Letters of Credit previously issued by it, or (b) be deemed an Issuing Bank for any other purpose. (m) Addition of an Issuing Bank. Any Lender (or any of its Subsidiaries or Affiliates) with a Revolving Commitment may become an additional Issuing Bank hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Lender. The Administrative Agent shall notify the other Lenders with Revolving Commitments of any such additional Issuing Bank. Notwithstanding any other provisions set forth herein, the Borrower shall be permitted to request a Letter of Credit from any Issuing Bank (and, subject to the terms and conditions set forth herein, have such Letter of Credit issued by such Issuing Bank on its behalf), in its sole discretion. Section 2.23.

Resignation of an Issuing Bank. An Issuing Bank may resign at any time by giving 30 days’ as the Issuing Bank upon thirty days prior written notice to the Administrative Agent, the Revolving Lenders and the BorrowerBorrower Representative. Upon any such notice of resignation, the acceptance of any appointment as an Issuing Bank hereunder by a Required Revolving Lender satisfactory Lenders shall have the right, upon five (5) Business Days’ notice to the Borrower Representative, to appoint a successor Issuing Bank with the written consent of the Borrower Representative (or such lesser notice as is acceptable thereto); provided, (x) no such consent of the Borrower Representative 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 Borrower Representative 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 satisfaction not to be unreasonably withheld or delayed) that shall agree to serve as successor Issuing Bankappointment, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Issuing Bank and may appoint, on behalf of the retiring Revolving Lenders, a successor Issuing Bank from among the Revolving Lenders or, with the written consent of the Borrower Representative, any other financial institution; provided, in no event shall any such successor Issuing Bank be discharged from its obligations to issue additional Letters of Credit hereundera Defaulting Lender, an Affiliated Lender or a Disqualified Institution. At the time any such resignation shall become effective, the Borrower Borrowers shall pay all accrued and unpaid fees pursuant to Section 2.05(c)(ii)accrued for the account of the replaced Issuing Bank. The acceptance of any appointment as an Issuing Bank hereunder by a successor Revolving Lender shall be evidenced by an agreement entered into by such successor, in a form reasonably satisfactory to the Borrower and the Administrative Agent, and, from From and after the effective date of any such agreementresignation, (i) such any successor Revolving Lender to an Issuing Bank shall have all the rights and obligations of the previous an Issuing Bank under this Agreement and the other Loan Documents, with respect to Letters of Credit to be issued thereafter 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 Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of an Issuing Bank hereunder, the retiring 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 an Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation resignation, but shall not be required to issue additional Letters of Credit.

Resignation of an Issuing Bank. An Notwithstanding anything to the contrary contained herein, any Issuing Bank may resign at any time by giving 30 may, upon thirty (30) days’ prior ' written notice to the Administrative AgentBorrower and Lenders, the Revolving Lenders and the Borrower. Upon the acceptance of any appointment resign as an Issuing Bank; provided that, unless such Issuing Bank hereunder by shall have ceased to be a Revolving Lender satisfactory Lender, on or prior to the expiration of such 30-day period with respect to such resignation, such Issuing Bank shall have identified a successor Issuing Bank acceptable to the Borrower and the Administrative Agent (such satisfaction which acceptance shall not to be unreasonably withheld withheld, conditioned or delayed) that shall agree willing (in its sole discretion) to serve accept its appointment as successor Issuing Bank, Bank (it being understood that the Borrower and such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Issuing Bank and the retiring Issuing Bank shall agree upon such Issuing Bank's LC Commitment, which amount shall not be discharged from its obligations less than that held by the resigning Issuing Bank, unless otherwise agreed to issue additional Letters by the Borrower and such successor Issuing Bank). In the event of Credit hereunder. At the time any such resignation shall become effectiveof an Issuing Bank, the Borrower shall pay all accrued and unpaid fees pursuant be entitled to Section 2.05(c)(ii). The acceptance of any appointment as an appoint from among the Lenders willing (in its sole discretion) to accept such appointment, a successor Issuing Bank hereunder hereunder; provided that no failure by a the Borrower to appoint any such successor Revolving Lender shall be evidenced by an agreement entered into by such successoraffect the resignation of the relevant Issuing Bank, as the case may be; provided, further, that, for the avoidance of doubt, in a form reasonably satisfactory to the Borrower and event that the Administrative Agent, Issuing Bank resigns as Issuing Bank and, from and after as of the effective date of such agreementresignation, (i) such no successor Revolving Lender shall have all the rights and obligations of the previous Issuing Bank under is appointed in accordance with this Agreement and Section, the other Loan Documents, and (ii) references herein and in Borrower's appointment of a successor Issuing Bank thereafter shall not constitute the other Loan Documents to increase of a Commitment or the term “incurrence of an Incremental Loan. If an Issuing Bank” shall be deemed to refer to such successor or to any previous Bank resigns as an Issuing Bank, or to such successor and all previous Issuing Banks, as the context it shall require. After the resignation of an Issuing Bank hereunder, the retiring Issuing Bank shall remain a party hereto and shall continue to have retain all the rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents hereunder with respect to all Letters of Credit issued by it prior outstanding as of the effective date of its resignation as an Issuing Bank and all Obligations (solely with respect to such resignation but shall Issuing Bank's Commitment) with respect thereto (including the right to require the Lenders to make ABR Loans in the amount of the applicable LC Disbursements pursuant to Section 2.04(f), or fund risk participations made by such Issuing Bank and not be required to issue additional Letters of Creditreimbursed).