Common use of Successor Offshore Overdraft Providers Clause in Contracts

Successor Offshore Overdraft Providers. Any Offshore Overdraft Provider may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders, the relevant Offshore Borrower, Borrowers’ Agent and Administrative Agent. Upon (i) any such notice of resignation, upon five days’ notice to Lenders and Administrative Agent, or (ii) an assignment by such Offshore Overdraft Provider of all of its Multicurrency Revolving Commitment, such Offshore Borrower shall have the right to appoint a Lender with Multicurrency Revolving Credit Exposure as successor Offshore Overdraft Provider with respect to the applicable Borrower; provided that such appointment shall be subject to the consent of Administrative Agent, which consent shall not be unreasonably withheld. Upon the acceptance of any such appointment as an Offshore Overdraft Provider hereunder by a successor Offshore Overdraft Provider, the relevant Offshore Borrower shall repay in full the relevant Offshore Overdraft Amount and all other amounts owing to the resigning Offshore Overdraft Provider under the relevant Offshore Overdraft Agreement, and such Borrower and the resigning Offshore Overdraft Provider shall terminate such Offshore Overdraft Agreement and the successor Offshore Overdraft Provider shall enter into a successor Offshore Overdraft Agreement.

Successor Offshore Overdraft Providers. Any Offshore Overdraft Account Provider may resign at any time by giving thirty (30) 30 days’ prior written notice thereof to the Lenders, the relevant Offshore Borrower, Borrowers’ Agent Borrower and Administrative Agent. Upon (i) any such notice of resignation, upon five days’ days notice to Lenders and Administrative Agent, or (ii) an assignment by such Offshore Overdraft Account Provider of all of its Multicurrency Offshore Revolving Loan Commitment, such Offshore Borrower shall have the right to appoint a Lender with Multicurrency respect to Offshore Revolving Credit Exposure Loans as successor Offshore Overdraft Account Provider with respect to the applicable BorrowerApplicable Currency; provided that such appointment shall be subject to the consent of Administrative AgentAgents, which consent shall not be unreasonably withheld. Upon the acceptance of any such appointment as an Offshore Overdraft Account Provider hereunder by a successor Offshore Overdraft Account Provider, the relevant Offshore Borrower shall repay in full the relevant Offshore Overdraft Amount and all other amounts owing to the resigning Offshore Overdraft Account Provider under the relevant Offshore Overdraft Agreement, and such Borrower and the resigning Offshore Overdraft Account Provider shall terminate such Offshore Overdraft Agreement and the successor Offshore Overdraft Account Provider shall enter into a successor Offshore Overdraft Agreement.

Successor Offshore Overdraft Providers. Any Offshore Overdraft Account Provider may resign at any time by giving thirty (30) 30 days’ ' prior written notice thereof to the Lenders, the relevant Offshore Borrower, Borrowers’ Agent Borrower and Administrative Agent. Upon (i) any such notice of resignation, upon five days’ days notice to Lenders and Administrative Agent, or (ii) an assignment by such Offshore Overdraft Account Provider of all of its Multicurrency Offshore Revolving Loan Commitment, such Offshore Borrower shall have the right to appoint a Lender with Multicurrency respect to Offshore Revolving Credit Exposure Loans as successor Offshore Overdraft Account Provider with respect to the applicable BorrowerApplicable Currency; provided that such appointment shall be subject to the consent of Administrative AgentAgents, which consent shall not be unreasonably withheld. Upon the acceptance of any such appointment as an Offshore Overdraft Account Provider hereunder by a successor Offshore Overdraft Account Provider, the relevant Offshore Borrower shall repay in full the relevant Offshore Overdraft Amount and all other amounts owing to the resigning Offshore Overdraft Account Provider under the relevant Offshore Overdraft Agreement, and such Borrower and the resigning Offshore Overdraft Account Provider shall terminate such Offshore Overdraft Agreement and the successor Offshore Overdraft Account Provider shall enter into a successor Offshore Overdraft Agreement.

Successor Offshore Overdraft Providers. Any Offshore Overdraft Provider may resign at any time by giving thirty (30) 30 days’ prior written notice thereof to the Lenders, the relevant Offshore Borrower, Borrowers’ Agent and Administrative Agent. Upon (i) any such notice of resignation, upon five days’ days notice to Lenders and Administrative Agent, or (ii) an assignment by such Offshore Overdraft Provider of all of its Multicurrency Revolving Loan Commitment, such Offshore Borrower shall have the right to appoint a Lender with Multicurrency Revolving Credit Loan Exposure as successor Offshore Overdraft Provider with respect to the applicable Borrower; provided that such appointment shall be subject to the consent of Administrative Agent, which consent shall not be unreasonably withheld. Upon the acceptance of any such appointment as an Offshore Overdraft Provider hereunder by a successor Offshore Overdraft Provider, the relevant Offshore Borrower shall repay in full the relevant Offshore Overdraft Amount and all other amounts owing to the resigning Offshore Overdraft Provider under the relevant Offshore Overdraft Agreement, and such Borrower and the resigning Offshore Overdraft Provider shall terminate such Offshore Overdraft Agreement and the successor Offshore Overdraft Provider shall enter into a successor Offshore Overdraft Agreement.

Successor Offshore Overdraft Providers. Any Offshore Overdraft Account Provider may resign at any time by giving thirty (30) 30 days’ prior written notice thereof to the Lenders, the relevant Offshore Borrower, Borrowers’ Agent Borrower and Administrative Agent. Upon (i) any such notice of resignation, upon five days’ days notice to Lenders and Administrative Agent, or (ii) an assignment by such Offshore Overdraft Account Provider of all of its Multicurrency Offshore Revolving Loan Commitment, such Offshore Borrower shall have the right to appoint a Lender with Multicurrency respect to Offshore Revolving Credit Exposure Loans as successor Offshore Overdraft Account Provider with respect to the applicable Borrower; provided that such appointment shall be subject to the consent of Administrative AgentAgents, which consent shall not be unreasonably withheld. Upon the acceptance of any such appointment as an Offshore Overdraft Account Provider hereunder by a successor Offshore Overdraft Account Provider, the relevant Offshore Borrower shall repay in full the relevant Offshore Overdraft Amount and all other amounts owing to the resigning Offshore Overdraft Account Provider under the relevant Offshore Overdraft Agreement, and such Borrower and the resigning Offshore Overdraft Account Provider shall terminate such Offshore Overdraft Agreement and the successor Offshore Overdraft Account Provider shall enter into a successor Offshore Overdraft Agreement.

Successor Offshore Overdraft Providers. Any Offshore Overdraft Account Provider may resign at any time by giving thirty (30) 30 days’ ' prior written notice thereof to the Lenders, the relevant Offshore Borrower, Borrowers’ Agent Borrower and Administrative Agent. Upon (i) any such notice of resignation, upon five days’ days notice to Lenders and Administrative Agent, or (ii) an assignment by such Offshore Overdraft Account Provider of all of its Multicurrency Revolving Offshore Loan Commitment, such Offshore Borrower shall have the right to appoint a Lender with Multicurrency Revolving Credit Exposure respect to Offshore Loans as successor Offshore Overdraft Account Provider with respect to the applicable BorrowerApplicable Currency; provided PROVIDED that such appointment shall be subject to the consent of Administrative AgentAgents, which consent shall not be unreasonably withheld. Upon the acceptance of any such appointment as an Offshore Overdraft Account Provider hereunder by a successor Offshore Overdraft Account Provider, the relevant Offshore Borrower shall repay in full the relevant Offshore Overdraft Amount and all other amounts owing to the resigning Offshore Overdraft Account Provider under the relevant Offshore Overdraft Agreement, and such Borrower and the resigning Offshore Overdraft Account Provider shall terminate such Offshore Overdraft Agreement and the successor Offshore Overdraft Account Provider shall enter into a successor Offshore Overdraft Agreement.

Successor Offshore Overdraft Providers. Any Offshore Overdraft Account Provider may resign at any time by giving thirty (30) 30 days’ prior written notice thereof to the Lenders, the relevant Offshore Borrower, Borrowers’ Agent Borrower and Administrative Agent. Upon (i) any such notice of resignation, upon five days’ days notice to Lenders and Administrative Agent, or (ii) an assignment by such Offshore Overdraft Account Provider of all of its Multicurrency Revolving Loan Commitment, such Offshore Borrower shall have the right to appoint a Lender with Multicurrency Revolving Credit Loan Exposure as successor Offshore Overdraft Account Provider with respect to the applicable Borrower; provided that such appointment shall be subject to the consent of Administrative Agent, which consent shall not be unreasonably withheld. Upon the acceptance of any such appointment as an Offshore Overdraft Account Provider hereunder by a successor Offshore Overdraft Account Provider, the relevant Offshore Borrower shall repay in full the relevant Offshore Overdraft Amount and all other amounts owing to the resigning Offshore Overdraft Account Provider under the relevant Offshore Overdraft Agreement, and such Borrower and the resigning Offshore Overdraft Account Provider shall terminate such Offshore Overdraft Agreement and the 169 successor Offshore Overdraft Account Provider shall enter into a successor Offshore Overdraft Agreement.

Successor Offshore Overdraft Providers. Any Offshore Overdraft Provider may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders, the relevant Offshore Borrower, Borrowers’ Agent and Administrative Agent. Upon (i) any such notice of resignation, upon five days’ notice to Lenders and Administrative Agent, or (ii) an assignment by such Offshore Overdraft Provider of all of its Multicurrency Revolving Commitment, such Offshore Borrower shall have the right to appoint a Lender with Multicurrency Revolving Credit Exposure as successor Offshore Overdraft Provider with respect to the applicable Borrower; provided that such appointment shall be subject to the consent of Administrative Agent, which consent shall not be unreasonably withheld. Upon the acceptance of any such appointment as an Offshore Overdraft Provider hereunder by a successor Offshore Overdraft Provider, the relevant Offshore Borrower shall repay in full the relevant Offshore Overdraft Amount and all other amounts owing to the resigning Offshore Overdraft Provider under the relevant Offshore Overdraft Agreement, and such Borrower and the resigning Offshore Overdraft Provider shall terminate such Offshore Overdraft Agreement and the successor Offshore Overdraft Provider shall (x) enter into a successor Offshore Overdraft Agreement.Agreement and (y) become bound by the Re-Allocation Agreement in a manner satisfactory to Administrative Agent, and the Lenders and Issuing Lenders hereby authorize Administrative Agent and Collateral Agent to enter into any amendment or supplement to the Re-Allocation Agreement as Administrative Agent deems necessary or appropriate in order to give effect to the foregoing. 173

Successor Offshore Overdraft Providers. Any Offshore Overdraft Account Provider may resign at any time by giving thirty (30) days’ 30 days prior written notice thereof to the relevant Offshore Lenders, the relevant Offshore Subsidiary Borrower, Borrowers’ the relevant Offshore Administrative Agent and Administrative Agent. Upon (i) any such notice of resignation, upon five days’ days notice to Lenders such Offshore Lenders, such Offshore Administrative Agent and Administrative Agent, or (ii) an assignment by such Offshore Overdraft Account Provider of all of its Multicurrency Revolving CommitmentOffshore Loan Commitment with respect to the relevant Offshore Currency, such Offshore Subsidiary Borrower shall have the right to appoint a an Offshore Lender with Multicurrency Revolving Credit Exposure respect to Offshore Loans denominated in the Applicable Currency as successor Offshore Overdraft Account Provider with respect to the applicable BorrowerApplicable Currency; provided that such appointment shall be subject to the consent of such Offshore Lenders, such Offshore Administrative Agent and Administrative Agent, which consent shall not be unreasonably withheld. Upon the acceptance of any such appointment as an Offshore Overdraft Account Provider hereunder by a successor Offshore Overdraft Account Provider, the relevant Offshore Subsidiary Borrower shall repay in full the relevant Offshore Overdraft Amount and all other amounts owing to the resigning Offshore Overdraft Account Provider under the relevant Offshore Overdraft Agreement, and such Borrower and the resigning Offshore Overdraft Account Provider shall terminate such Offshore Overdraft Agreement and the successor Offshore Overdraft Account Provider shall enter into a successor Offshore Overdraft Agreement.

Successor Offshore Overdraft Providers. Any Offshore Overdraft Provider may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders, the relevant Offshore Borrower, Borrowers’ Agent and Administrative Agent. Upon (i) any such notice of resignation, upon five days’ notice to Lenders and Administrative Agent, or (ii) an assignment by such Offshore Overdraft Provider of all of its Multicurrency Revolving Commitment, such Offshore Borrower shall have the right to appoint a Lender with Multicurrency Revolving Credit Exposure as successor Offshore Overdraft Provider with respect to the applicable Borrower; provided that such appointment shall be subject to the consent of Administrative Agent, which consent shall not be unreasonably withheld. Upon the acceptance of any such appointment as an Offshore Overdraft Provider hereunder by a successor Offshore Overdraft Provider, the relevant Offshore Borrower shall repay in full the relevant Offshore Overdraft Amount and all other amounts owing to the resigning Offshore Overdraft Provider under the relevant Offshore Overdraft Agreement, and such Borrower and the resigning Offshore Overdraft Provider shall terminate such Offshore Overdraft Agreement and the successor Offshore Overdraft Provider shall (x) enter into a successor Offshore Overdraft AgreementAgreement and (y) become bound by the Re-Allocation Agreement in a manner satisfactory to Administrative Agent, and the Lenders and Issuing Lenders hereby authorize Administrative Agent and Collateral Agent to enter into any amendment or supplement to the Re-Allocation Agreement as Administrative Agent deems necessary or appropriate in order to give effect to the foregoing.