Common use of Resignation of Letter of Credit Issuer Clause in Contracts

Resignation of Letter of Credit Issuer. Any Letter of Credit Issuer may resign as an “Letter of Credit Issuer” hereunder upon 30 days’ prior written notice to the Administrative Agent, the Lenders and the Borrower; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant Letter of Credit Issuer shall have identified a successor Letter of Credit Issuer reasonably acceptable to the Borrower willing to accept its appointment as successor Letter of Credit Issuer, and the effectiveness of such resignation shall be conditioned upon such successor assuming the rights and duties of the resigning Letter of Credit Issuer. In the event of any such resignation as Letter of Credit Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor Letter of Credit Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of the resigning Letter of Credit Issuer except as expressly provided above. The Borrower may terminate the appointment of any Letter of Credit Issuer as a “Letter of Credit Issuer” hereunder by providing a written notice thereof to such Letter of Credit Issuer, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Letter of Credit Issuer acknowledging receipt of such notice and (ii) the third Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Letter of Credit Exposure attributable to Letters of Credit issued by such Letter of Credit Issuer (or its Affiliates) shall have been reduced to zero. At the time any such resignation or termination shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the resigning or terminated Letter of Credit Issuer pursuant to Section 4.1. Notwithstanding the effectiveness of any such resignation or termination, the resigning or terminated Letter of Credit Issuer shall remain a party hereto and shall continue to have all the rights and obligations of a Letter of Credit Issuer under this Agreement with respect to Letters of Credit issued by it prior to such resignation or termination, but shall not be required to issue any additional Letters of Credit or renew or extend any existing Letters of Credit. To the extent that there are, at the time of any resignation or replacement as set forth in this Section 3.11, any outstanding Letters of Credit, such Letters of Credit shall continue to remain outstanding hereunder and nothing herein shall be deemed to impact or impair any rights and obligations of any of the parties thereto.

Resignation of Letter of Credit Issuer. Any The Letter of Credit Issuer may resign as an “Letter of Credit Issuer” hereunder upon 30 days’ prior written notice may, subject to the consent of Borrowers (which consent may be withheld in Borrower Representative’s reasonable discretion but shall not be required when a Default or Event of Default exists), resign at any time and any resignation by SMBC as Administrative Agent, the Lenders and the Borrower; provided that on or prior to the expiration of such 30-day period Agent hereunder in accordance with respect to such resignation, the relevant Letter of Credit Issuer Section 12.09 shall have identified a successor Letter of Credit Issuer reasonably acceptable to the Borrower willing to accept also constitute its appointment resignation as successor Letter of Credit Issuer, and the effectiveness of such resignation shall be conditioned upon such successor assuming the rights and duties of the resigning Letter of Credit Issuer. In the event of any such resignation as Letter of Credit Issuerresignation, the Borrower Lenders shall be entitled to appoint from among the Lenders a successor Letter of Credit Issuer hereunderhereunder (subject, except when an Event of Default exists, to the consent of Borrower Representative, not to be unreasonably withheld); provided, however, that no failure by the Borrower Lenders to appoint any such successor shall affect the resignation of the resigning Letter of Credit Issuer except SMBC as expressly provided above. The Borrower may terminate the appointment of any Letter of Credit Issuer as a “Letter of Credit Issuer” hereunder by providing a written notice thereof to such . If SMBC resigns as Letter of Credit Issuer, with a copy to it shall retain all the Administrative Agent. Any such termination shall become effective upon rights and obligations of the earlier of (i) such Letter of Credit Issuer acknowledging receipt hereunder with respect to all Letters of such notice and (ii) Credit outstanding as of the third Business Day following the effective date of the delivery thereof; provided that no such termination shall become effective until and unless the its resignation as Letter of Credit Exposure attributable Issuer and all Letter of Credit Liability with respect thereto (including the right to Letters require the Lenders to fund payment of any amount drawn under a Letter of Credit issued by such Letter of Credit Issuer (or its Affiliates) shall have been reduced to zero. At the time any such resignation or termination shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the resigning or terminated SMBC as Letter of Credit Issuer pursuant to Section 4.12.12(c)(i) hereof). Notwithstanding Upon the effectiveness acceptance of any a successor’s appointment as Letter of Credit Issuer hereunder: (a) such resignation or terminationsuccessor shall succeed to and become vested with all of the rights, powers, privileges and duties of the resigning or terminated retiring Letter of Credit Issuer; (b) the retiring Letter of Credit Issuer shall remain a party hereto and shall continue to have be discharged from all the rights of its duties and obligations of a hereunder or under the other Loan Documents; and (c) the successor Letter of Credit Issuer under this Agreement with respect to Letters shall issue letters of Credit issued by it prior to such resignation or termination, but shall not be required to issue any additional Letters of Credit or renew or extend any existing credit in substitution for the Letters of Credit. To the extent that there are, if any, outstanding at the time of any resignation such succession or replacement as set forth in this Section 3.11, any outstanding make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit, such Letters of Credit shall continue to remain outstanding hereunder and nothing herein shall be deemed to impact or impair any rights and obligations of any of the parties thereto.