Common use of Resignation of Issuing Banks Clause in Contracts

Resignation of Issuing Banks. If at any time an Issuing Bank assigns all of its Commitment and Loans pursuant to Section 10.10(b), such Issuing Bank may, upon 30 days’ prior written notice to the Company, the Administrative Agent, and the Lenders, resign as an Issuing Bank. In such event, the Company may, with the approval of the Administrative Agent and the acceptance of the duties of an Issuing Bank by the Lender so requested, request that another Lender serve as Issuing Bank under this Agreement; provided, however, that the absence of any successor Issuing Bank shall not affect the resignation of the resigning Issuing Bank. Any resigning Issuing Bank shall retain all the rights, powers, privileges and duties of an Issuing Bank under this Agreement with respect to all Letters of Credit outstanding as of the effective date of its resignation and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to make Loans or fund risk participations in Reimbursement Obligations pursuant to Section 2.12). Upon the appointment of any successor Issuing Bank (i) such successor Issuing Bank shall succeed to and become vested with all of the rights, powers, privileges and duties of an Issuing Bank under this Agreement, and (ii) such successor Issuing Bank shall issue Letters of Credit in substitution for the Letters of Credit, if any, previously issued by the resigning Issuing Bank that are outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

Resignation of Issuing Banks. If at any time an any Issuing Bank assigns all of its Commitment and Revolving Loans pursuant to Section 10.10(b10.10(a), such Issuing Bank may, upon 30 days’ prior written notice to the CompanyBorrower, the Administrative Agent, and the Lenders, resign as an Issuing Bank. In such event, the Company Borrower may, with the approval of the Administrative Agent and the acceptance of the duties of an Issuing Bank by the Lender so requested, request that another Lender serve as Issuing Bank under this Agreement; provided, however, that the absence of any successor Issuing Bank shall not affect the resignation of the resigning Issuing Bank. Any resigning Issuing Bank shall retain all the rights, powers, privileges and duties of an Issuing Bank under this Agreement with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to make Revolving Loans or fund risk participations in Reimbursement Obligations pursuant to Section 2.12). Upon the appointment of any successor Issuing Bank (i) such successor Issuing Bank shall succeed to and become vested with all of the rights, powers, privileges and duties of an Issuing Bank under this Agreement, and (ii) such successor Issuing Bank shall issue Letters of Credit in substitution for the Letters of Credit, if any, previously issued by the resigning Issuing Bank that are outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

Resignation of Issuing Banks. If at Any assignment of all of the Commitment (in accordance with Section 2.18, Section 2.20, Section 2.23 or otherwise) of any time Lender that is (or is an Affiliate of) an Issuing Bank assigns all of its Commitment and Loans pursuant to Section 10.10(b), shall also constitute such Issuing Bank may, upon 30 days’ prior written notice to the Company, the Administrative Agent, and the Lenders, resign as an Issuing Bank. In such event, the Company may, with the approval of the Administrative Agent and the acceptance of the duties of an Issuing Bank by the Lender so requested, request that another Lender serve ’s resignation as Issuing Bank under this Credit Agreement; provided, however, that the absence of any successor Issuing Bank shall not affect the resignation of the resigning . If a Person resigns as an Issuing Bank. Any resigning Issuing Bank , it shall retain all the rights, powers, privileges and duties of an Issuing Bank under this Agreement hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Bank and all Reimbursement Obligations LC Exposure with respect thereto (thereto, including the right to require the Lenders to make ABR Loans or fund risk participations in Reimbursement Obligations Unreimbursed Amounts pursuant to Section 2.122.05(c). Upon any such resignation, the Company may appoint as a successor Issuing Bank any Lender that explicitly agrees to serve as an Issuing Bank hereunder. Upon the appointment by the Company of any a successor Issuing Bank hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor Issuing Bank shall succeed to and become vested with all of the rights, powers, privileges and duties of an the retiring Issuing Bank, (ii) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder or under this Agreementthe other Credit Documents, and (iiiii) such the successor Issuing Bank shall issue Letters letters of Credit credit in substitution for the Letters of Credit, if any, previously issued by the resigning Issuing Bank that are outstanding at the time of such succession or make other arrangements satisfactory to the resigning such Person retiring as an Issuing Bank to effectively assume the obligations of the resigning Issuing Bank such Person with respect to such Letters of Credit.

Resignation of Issuing Banks. If at any time an Issuing Bank assigns all of its Commitment and Loans pursuant to Section 10.10(b)11.10, such Issuing Bank may, upon 30 days’ prior written notice to the CompanyBorrower, the Administrative Agent, and the Lenders, resign as an Issuing Bank. In such event, the Company Borrower may, with the approval of the Administrative Agent and the acceptance of the duties of an Issuing Bank by the Lender so requested, request that another Lender serve as Issuing Bank under this Agreement; provided, however, that the absence of any successor Issuing Bank shall not affect the resignation of the resigning Issuing Bank. Any resigning Issuing Bank shall retain all the rights, powers, privileges and duties of an Issuing Bank under this Agreement with respect to all Letters of Credit outstanding as of the effective date Closing Date of its resignation and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to make Loans or fund risk participations in Reimbursement Obligations pursuant to Section 2.12). Upon the appointment of any successor Issuing Bank (i) such successor Issuing Bank shall succeed to and become vested with all of the rights, powers, privileges and duties of an Issuing Bank under this Agreement, and (ii) such successor Issuing Bank shall issue Letters of Credit in substitution for the Letters of Credit, if any, previously issued by the resigning Issuing Bank that are outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

Resignation of Issuing Banks. If at any time an any Issuing Bank assigns all of its Commitment and Loans pursuant to Section 10.10(b), such Issuing Bank may, upon 30 days’ prior written notice to the CompanyBorrower, the Administrative Agent, and the Lenders, resign as an Issuing Bank. In such event, the Company Borrower may, with the approval of the Administrative Agent and the acceptance of the duties of an Issuing Bank by the Lender so requested, request that another Lender serve as Issuing Bank under this Agreement; provided, however, that the absence of any successor Issuing Bank shall not affect the resignation of the resigning Issuing Bank. Any resigning Issuing Bank shall retain all the rights, powers, privileges and duties of an Issuing Bank under this Agreement with respect to all Letters of Credit outstanding as of the effective date of its resignation and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to make Loans or fund risk participations in Reimbursement Obligations pursuant to Section 2.12). Upon the appointment of any successor Issuing Bank (i) such successor Issuing Bank shall succeed to and become vested with all of the rights, powers, privileges and duties of an Issuing Bank under this Agreement, and (ii) such successor Issuing Bank shall issue Letters of Credit in substitution for the Letters of Credit, if any, previously issued by the resigning Issuing Bank that are outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

Resignation of Issuing Banks. If at any time an Issuing Bank assigns all of its Commitment and Loans pursuant to Section 10.10(b11.10(b), such Issuing Bank may, upon 30 days’ prior written notice to the CompanyBorrowers, the Administrative Agent, and the Lenders, resign as an Issuing Bank. In such event, the Company Parent Borrower may, with the approval of the Administrative Agent and the acceptance of the duties of an Issuing Bank by the Lender so requested, request that another Lender serve as Issuing Bank under this Agreement; provided, however, that the absence of any successor Issuing Bank shall not affect the resignation of the resigning Issuing Bank. Any resigning Issuing Bank shall retain all the rights, powers, privileges and duties of an Issuing Bank under this Agreement with respect to all Letters of Credit outstanding as of the effective date of its resignation and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to make Loans or fund risk participations in Reimbursement Obligations pursuant to Section 2.12). Upon the appointment of any successor Issuing Bank (i) such successor Issuing Bank shall succeed to and become vested with all of the rights, powers, privileges and duties of an Issuing Bank under this Agreement, and (ii) such successor Issuing Bank shall issue Letters of Credit in substitution for the Letters of Credit, if any, previously issued by the resigning Issuing Bank that are outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

Resignation of Issuing Banks. If at any time an any Issuing Bank assigns all of its Commitment and Loans pursuant to Section 10.10(b10.10(a), such Issuing Bank may, upon 30 days’ prior written notice to the CompanyBorrower, the Administrative Agent, and the Lenders, resign as an Issuing Bank. In such event, the Company Borrower may, with the approval of the Administrative Agent and the acceptance of the duties of an Issuing Bank by the Lender so requested, request that another Lender serve as Issuing Bank under this Agreement; provided, however, that the absence of any successor Issuing Bank shall not affect the resignation of the resigning Issuing Bank. Any resigning Issuing Bank shall retain all the rights, powers, privileges and duties of an Issuing Bank under this Agreement with respect to all Letters of Credit outstanding as of the effective date of its resignation and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to make Loans or fund risk participations in Reimbursement Obligations pursuant to Section 2.12). Upon the appointment of any successor Issuing Bank (i) such successor Issuing Bank shall succeed to and become vested with all of the rights, powers, privileges and duties of an Issuing Bank under this Agreement, and (ii) such successor Issuing Bank shall issue Letters of Credit in substitution for the Letters of Credit, if any, previously issued by the resigning Issuing Bank that are outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

Resignation of Issuing Banks. If at any time an Issuing Bank assigns all of its Commitment and Loans pursuant to Section 10.10(b11.11(b), such Issuing Bank may, upon 30 thirty (30) days’ prior written notice to the Company, the Administrative Agent, and the Lenders, resign as an Issuing Bank. In such event, the Company may, with the approval of the Administrative Agent and the acceptance of the duties of an Issuing Bank by the Lender so requested, request that another Lender serve as Issuing Bank under this Agreement; provided, however, that the absence of any successor Issuing Bank shall not affect the resignation of the resigning Issuing Bank. Any resigning Issuing Bank shall retain all the rights, powers, privileges and duties of an Issuing Bank under this Agreement with respect to all Letters of Credit outstanding as of the effective date of its resignation and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to make Loans or fund risk participations in Reimbursement Obligations pursuant to Section 2.12). Upon the appointment of any successor Issuing Bank (i) such successor Issuing Bank shall succeed to and become vested with all of the rights, powers, privileges and duties of an Issuing Bank under this Agreement, and (ii) such successor Issuing Bank shall issue Letters of Credit in substitution for the Letters of Credit, if any, previously issued by the resigning Issuing Bank that are outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

Resignation of Issuing Banks. If at any time an any Issuing Bank assigns all of its Commitment and Revolving Loans pursuant to Section 10.10(b10.10(a), such Issuing Bank may, upon 30 days’ prior written notice to the CompanyBorrower, the Administrative Agent, and the Lenders, resign as an Issuing Bank. In such event, the Company Borrower may, with the approval of the Administrative Agent and the acceptance of the duties of an Issuing Bank by the Lender so requested, request that another Lender serve as Issuing Bank under this Agreement; provided, however, that the absence of any successor Issuing Bank shall not affect the resignation of the resigning Issuing Bank. Any resigning Issuing Bank shall retain all the rights, powers, privileges and duties of an Issuing Bank under this Agreement with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to make Revolving Loans or fund risk participations in Reimbursement Obligations pursuant to Section 2.12). Upon the appointment of any successor Issuing Bank (i) such successor Issuing Bank shall succeed to and become vested with all of the ​ 118 ‌ ​ ​ ​ ​ ‌ ​ ​ rights, powers, privileges and duties of an Issuing Bank under this Agreement, and (ii) such successor Issuing Bank shall issue Letters of Credit in substitution for the Letters of Credit, if any, previously issued by the resigning Issuing Bank that are outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

Resignation of Issuing Banks. If (A) Any Issuing Bank may resign at any time an Issuing Bank assigns all of its Commitment and Loans pursuant to Section 10.10(b), such Issuing Bank may, upon by giving 30 days’ prior written notice to the Company, the Administrative Agent, the Lenders and the Lenders, resign as an Issuing BankCompany. In such event, After the Company may, with the approval of the Administrative Agent and the acceptance of the duties resignation of an Issuing Bank by hereunder, the Lender so requested, request that another Lender serve as 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; providedAgreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, however, that the absence of any successor Issuing Bank but shall not affect be required to issue additional Letters of Credit or to extend, renew or increase the resignation outstanding Letter of the resigning Issuing Bank. Credit. (B) Any resigning Issuing Bank shall retain all the rights, powers, privileges and duties of an Issuing Bank under this Agreement hereunder with respect to all Letters of Credit issued by it that are outstanding as of the effective date of its resignation as an Issuing Bank and all Reimbursement L/C Obligations with respect thereto (including the right to require the Lenders to make Loans or fund risk participations in Reimbursement Obligations pursuant to take such actions as are required under Section 2.123.6). Upon Without limiting the appointment foregoing, upon the resignation of any successor Issuing Bank (i) such successor Issuing Bank shall succeed to and become vested with all of the rights, powers, privileges and duties of a Lender as an Issuing Bank under this Agreementhereunder, and (ii) the Company may, or at the request of such successor resigned Issuing Bank shall the Company shall, use commercially reasonable efforts to, arrange for one or more of the other Issuing Bank to issue Letters of Credit in the applicable Agreed Currency hereunder in substitution for the Letters of Credit, if any, previously issued by the resigning such resigned Issuing Bank that are and outstanding at the time of such succession resignation, or make other arrangements satisfactory to the resigning resigned Issuing Bank to effectively cause another Issuing Bank to assume the obligations of the resigning resigned Issuing Bank with respect to any such Letters of Credit.

Resignation of Issuing Banks. If at any time an Issuing Bank assigns all of its Commitment and Loans pursuant to Section 10.10(b), such Issuing Bank may, upon 30 days’ prior written notice to the CompanyBorrower, the Administrative Agent, and the Lenders, resign as an Issuing Bank. In such event, the Company Borrower may, with the approval of the Administrative Agent and the acceptance of the duties of an Issuing Bank by the Lender so requested, request that another Lender serve as Issuing Bank under this Agreement; provided, however, that the absence of any successor Issuing Bank shall not affect the resignation of the resigning Issuing Bank. Any resigning Issuing Bank shall retain all the rights, powers, privileges and duties of an the Issuing Bank under this Agreement with respect to all Letters of Credit outstanding as of the effective date of its resignation and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to make Loans or fund risk participations in Reimbursement Obligations pursuant to Section 2.12). Upon the appointment of any successor Issuing Bank (i) such successor Issuing Bank shall succeed to and become vested with all of the rights, powers, privileges and duties of an Issuing Bank under this Agreement, and (ii) such successor Issuing Bank shall issue Letters of Credit in substitution for the Letters of Credit, if any, previously issued by the resigning Issuing Bank that are outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

Resignation of Issuing Banks. If (i) Any Issuing Bank may resign at any time an Issuing Bank assigns all of its Commitment and Loans pursuant to Section 10.10(b), such Issuing Bank may, upon 30 by giving thirty (30) days’ prior written notice to the Company, the Administrative Agent, the Lenders and the Lenders, resign as an Issuing BankBorrower. In such event, After the Company may, with the approval of the Administrative Agent and the acceptance of the duties resignation of an Issuing Bank by hereunder, the Lender so requested, request that another Lender serve as 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; providedAgreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, however, that the absence of any successor Issuing Bank but shall not affect be required to issue additional Letters of Credit or to extend, renew or increase the resignation outstanding Letter of the resigning Issuing Bank. Credit. (ii) Any resigning Issuing Bank shall retain all the rights, powers, privileges and duties of an Issuing Bank under this Agreement hereunder with respect to all Letters of Credit issued by it that are outstanding as of the effective date of its resignation as an Issuing Bank and all Reimbursement Obligations LC Exposure with respect thereto (including the right to require the Lenders to make Loans or fund risk participations in Reimbursement Obligations pursuant to take such actions as are required under Section 2.122.08(d)). Upon Without limiting the appointment foregoing, upon the resignation of any successor Issuing Bank (i) such successor Issuing Bank shall succeed to and become vested with all of the rights, powers, privileges and duties of a Lender as an Issuing Bank under this Agreementhereunder, and (ii) the Borrower may, or at the request of such successor resigned Issuing Bank shall the Borrower shall, use commercially reasonable efforts to, arrange for one or more of the other Issuing Banks to issue Letters of Credit hereunder in substitution for the Letters of Credit, if any, previously issued by the resigning such resigned Issuing Bank that are and outstanding at the time of such succession resignation, or make other arrangements satisfactory to the resigning resigned Issuing Bank to effectively cause another Issuing Bank to assume the obligations of the resigning resigned Issuing Bank with respect to any such Letters of Credit.

Resignation of Issuing Banks. If at any time an Issuing Bank assigns all of its Commitment and Loans pursuant to Section 10.10(b), such Issuing Bank may, upon 30 days’ prior written notice to the CompanyBorrower, the Administrative Agent, and the Lenders, resign as an Issuing Bank. In such event, the Company Borrower may, with the approval of the Administrative Agent and the acceptance of the duties of an Issuing Bank by the Lender so requested, request that another Lender serve as Issuing Bank under this Agreement; provided, however, that the absence of any successor Issuing Bank shall not affect the resignation of the resigning Issuing Bank. Any resigning Issuing Bank shall retain all the rights, powers, privileges and duties of an Issuing Bank under this Agreement with respect to all Letters of Credit outstanding as of the effective date of its resignation and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to make Loans or fund risk participations in Reimbursement Obligations pursuant to Section 2.12). Upon the appointment of any successor Issuing Bank and acceptance of such appointment by such successor Issuing Bank (i) such successor Issuing Bank shall succeed to and become vested with all of the rights, powers, privileges and duties of an Issuing Bank under this Agreement, and (ii) such successor Issuing Bank shall issue Letters of Credit in substitution for the Letters of Credit, if any, previously issued by the resigning Issuing Bank that are outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

Resignation of Issuing Banks. If at any time an Issuing Bank assigns all of its Commitment and Loans pursuant to Section 10.10(b11.11(b), such Issuing Bank may, upon 30 thirty (30) days’ prior written notice to the CompanyBorrower, the Administrative Agent, and the Lenders, resign as an Issuing Bank. In such event, the Company Borrower may, with the approval of the Administrative Agent and the acceptance of the duties of an Issuing Bank by the Lender so requested, request that another Lender serve as Issuing Bank under this Agreement; provided, however, that the absence of any successor Issuing Bank shall not affect the resignation of the resigning Issuing Bank. Any resigning Issuing Bank shall retain all the rights, powers, privileges and duties of an Issuing Bank under this Agreement with respect to all Letters of Credit outstanding as of the effective date of its resignation and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to make Loans or fund risk participations in Reimbursement Obligations pursuant to Section 2.12). Upon the appointment of any successor Issuing Bank (i) such successor Issuing Xxxxxxx Bank shall succeed to and become vested with all of the rights, powers, privileges and duties of an Issuing Bank under this Agreement, Agreement and (ii) such successor Issuing Bank shall issue Letters of Credit in substitution for the Letters of Credit, if any, previously issued by the resigning Issuing Bank that are outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

Resignation of Issuing Banks. If (i) Any Issuing Bank may resign at any time an Issuing Bank assigns all of its Commitment and Loans pursuant to Section 10.10(b), such Issuing Bank may, upon 30 by giving thirty (30) days’ prior written notice to the Company, the Administrative Agent, the Revolving Banks and the Lenders, resign as an Issuing BankBorrower. In such event, After the Company may, with the approval of the Administrative Agent and the acceptance of the duties resignation of an Issuing Bank by hereunder, the Lender so requested, request that another Lender serve as 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; providedAgreement and the other Loan Papers with respect to Letters of Credit issued by it prior to such resignation, however, that the absence of any successor Issuing Bank but shall not affect be required to issue additional Letters of Credit or to extend, renew or increase the resignation outstanding Letter of the resigning Issuing Bank. Credit. (ii) Any resigning Issuing Bank shall retain all the rights, powers, privileges and duties of an Issuing Bank under this Agreement hereunder with respect to all Letters of Credit issued by it that are outstanding as of the effective date of its resignation as an Issuing Bank and all Reimbursement Obligations LC Exposure with respect thereto (including the right to require the Lenders Banks to make Loans or fund risk participations in Reimbursement Obligations pursuant to take such actions as are required under Section 2.122.08(d)). Upon Without limiting the appointment foregoing, upon the resignation of any successor Issuing a Revolving Bank (i) such successor Issuing Bank shall succeed to and become vested with all of the rights, powers, privileges and duties of as an Issuing Bank under this Agreementhereunder, and (ii) the Borrower may, or at the request of such successor resigned Issuing Bank shall the Borrower shall, use commercially reasonable efforts to, arrange for one or more of the other Issuing Banks to issue Letters of Credit hereunder in substitution for the Letters of Credit, if any, previously issued by the resigning such resigned Issuing Bank that are and outstanding at the time of such succession resignation, or make other arrangements satisfactory to the resigning resigned Issuing Bank to effectively cause another Issuing Bank to assume the obligations of the resigning resigned Issuing Bank with respect to any such Letters of Credit.

Resignation of Issuing Banks. If at any time (a) Upon the effectiveness of this Amendment and as of the Effective Date, each of Xxxxx Fargo, JPMorgan Chase Bank, N.A., HSBC Bank USA, National Association, and The Bank of Tokyo-Mitsubishi UFJ, Ltd. hereby resigns as an Issuing Bank assigns (each, in such capacity, a “Resigning Issuing Bank”, and collectively the “Resigning Issuing Banks”) and gives notice of such resignation. Each of the parties hereto (including without limitation the Lenders party hereto (which constitute the Required Lenders)) hereby waives any notice requirement for such resignation contained in the Credit Agreement and acknowledges and agrees that such resignation, to the extent applicable, complies with the terms and conditions of the Loan Documents and is effective as of the Effective Date. (b) Upon the effectiveness of this Amendment and as of the Effective Date, each Resigning Issuing Bank shall be released from each and all of its Commitment obligations and Loans pursuant to Section 10.10(b), such Issuing Bank may, upon 30 days’ prior written notice to the Company, the Administrative Agent, and the Lenders, resign duties as an “Issuing Bank. In such event, ” under the Company may, with Loan Documents and discharged from its duties and obligations as an “Issuing Bank” under the approval of the Administrative Agent and the acceptance of the duties of an Issuing Bank by the Lender so requested, request that another Lender serve as Issuing Bank under this AgreementLoan Documents; provided, however, that nothing herein shall limit the absence obligations of any successor or the rights and protections in favor of such Resigning Issuing Bank shall not affect the that expressly survive resignation of the resigning Issuing Bank. Any resigning Issuing Bank shall retain all the rights, powers, privileges and duties of an Issuing Bank under this the Credit Agreement with respect to all Letters of Credit outstanding (including without limitation those contained in Article VIII, Section 9.03, Section 2.05(f), and Section 9.12 thereof) and the other Loan Documents, as such provisions of the effective date Credit Agreement are in effect on the Effective Date immediately prior to the effectiveness of its resignation and all Reimbursement Obligations with the Amendment, in respect thereto (including the right to require the Lenders to make Loans or fund risk participations in Reimbursement Obligations pursuant to Section 2.12). Upon the appointment of any successor actions taken or omitted to be taken by the Resigning Issuing Bank (i) such successor while the Resigning Issuing Bank shall succeed to and become vested with all of the rights, powers, privileges and duties of an was acting as Issuing Bank under this Agreement, and (ii) such successor Issuing Bank shall issue Letters of Credit in substitution for the Letters of Credit, if any, previously issued by the resigning Issuing Bank that are outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of CreditBank.

Resignation of Issuing Banks. If at any time an Issuing Bank assigns all of its Commitment and Loans pursuant to Section 10.10(b11.11(b), such Issuing Bank may, upon 30 thirty (30) days’ prior written notice to the Company, the Administrative Agent, and the Lenders, resign as an Issuing Bank. In such event, the Company may, with the approval of the Administrative Agent and the acceptance of the duties of an Issuing Bank by the Lender so requested, request that another Lender serve as Issuing Bank under this Agreement; provided, however, that the absence of any successor Issuing Bank shall not affect the resignation of the resigning Issuing Bank. Any resigning Issuing Bank shall retain all the rights, powers, privileges and duties of an Issuing Bank under this Agreement with respect to all Letters of Credit outstanding as of the effective date of its resignation and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to make Loans or fund risk participations in Reimbursement Obligations pursuant to Section 2.12). Upon the appointment of any successor Issuing Bank (i) such successor Issuing Xxxxxxx Bank shall succeed to and become vested with all of the rights, powers, privileges and duties of an Issuing Bank under this Agreement, Agreement and (ii) such successor Issuing Bank shall issue Letters of Credit in substitution for the Letters of Credit, if any, previously issued by the resigning Issuing Bank that are outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.