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. Issuing Bank may resign at any time as Issuing Bank under the Loan Documents by giving 30-days' prior written notice thereof to Lenders and Borrower. Upon any such resignation or removal, the Requisite Lenders (other than the Lender then acting as Issuing Bank, in the case of the removal of Issuing Bank under the immediately preceding sentence) shall have the right to appoint a successor Issuing Bank which appointment shall, provided no Event of Default exists, be subject to Borrower's approval, which approval shall not be unreasonably withheld or delayed (except that Borrower shall, in all events, be deemed to have approved each Lender and its affiliates as a successor Issuing Bank). After any Issuing Bank's resignation or removal hereunder as Issuing Bank, the provisions of this Article XI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Issuing Bank under the Loan Documents. Notwithstanding the foregoing, under no circumstances shall Issuing Bank be a direct competitor of Borrower.
Successor Issuing Bank. Upon the replacement of an Issuing Bank, the new Issuing Bank shall issue and deliver substitute Letters of Credit to replace the outstanding and unpaid Letters of Credit issued by the former Issuing Bank, but only to the extent the beneficiaries of such outstanding Letters of Credit have agreed to accept replacement Letters of Credit. The Company shall use its best efforts to return or cause to be returned to the former Issuing Bank all outstanding Letters of Credit issued by the former Issuing Bank. Notwithstanding anything to the contrary contained herein, the Company shall -102- 110 provide cash collateral for all Letters of Credit issued by the former Issuing Bank that have not been returned to the former Issuing Bank, and shall further indemnify the former Issuing Bank for all costs, expenses and liabilities under Letters of Credit issued by such former Issuing Bank.
Successor Issuing Bank. The Issuing Bank may resign at any time by giving written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Issuing Bank pursuant to this Section 4.6. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Issuing Bank, which shall be a Lender or an Eligible Assignee that is another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Issuing Bank shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Issuing Bank's giving of notice of resignation, then the retiring Issuing Bank may, on behalf of the Lenders, appoint a successor Issuing Bank, which shall be a Lender or shall be an Eligible Assignee that is another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. 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.
Successor Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Company, the Administrative Agent, the replaced Issuing Bank, and the successor Issuing Bank. The Administrative Agent shall notify the Banks of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, each Applicant shall pay all unpaid fees accrued for the account of the replaced Issuing Bank, including pursuant to Section 2.05 and the Mandate Letter. From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to LOCs to be issued thereafter and (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 replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to LOCs issued by it prior to such replacement, but shall not be required to issue additional LOCs.
