Common use of Termination of an Issuing Bank Clause in Contracts

Termination of an Issuing Bank. (i) The Borrower may terminate the appointment of any Issuing Bank as an “Issuing Bank” hereunder by providing a written notice thereof to such Issuing Bank, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (x) such Issuing Bank’s acknowledging receipt of such notice and (y) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (or its Affiliates) shall have been reduced to zero. At the time any such termination shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the terminated Issuing Bank pursuant to Section 2.12(a). Notwithstanding the effectiveness of any such termination, the terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such termination, but shall not issue any additional Letters of Credit. (ii) Subject to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bank at any time upon 30 days’ prior written notice to the Administrative Agent, the Borrower and the Lenders. In the event of any such resignation as an Issuing Bank, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank hereunder. Notwithstanding the effectiveness of any such resignation, any former Issuing Bank shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such termination, but shall not issue any additional Letters of Credit. Upon the appointment of a successor Issuing Bank, (x) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank as the case may be, and (y) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding on behalf such resigning Issuing Bank at the time of such succession or make other arrangements satisfactory to the applicable Issuing Bank to effectively assume the obligations of such Issuing Bank with respect to such Letters of Credit.

Termination of an Issuing Bank. (i) The Borrower Borrowers may terminate the appointment of any Issuing Bank as an “Issuing Bank” hereunder by providing a written notice thereof to such Issuing Bank, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (xi) such Issuing Bank’s acknowledging receipt of such notice and (yii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (or its Affiliates) shall have been reduced to zero. At the time any such termination shall become effective, the Borrower Borrowers shall pay all unpaid fees accrued for the account of the terminated Issuing Bank pursuant to Section 2.12(a2.12(b). Notwithstanding the effectiveness of any such termination, the terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such termination, but shall not issue any additional Letters of Credit. (ii) Subject to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bank at any time upon 30 days’ prior written notice to the Administrative Agent, the Borrower Borrowers and the Lenders. In the event of any such resignation as an Issuing Bank, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Bank hereunder, subject to the consent of the appointed Lender. Notwithstanding the effectiveness of any such resignation, any former Issuing Bank shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such termination, but shall not issue any additional Letters of Credit. Upon the appointment of a successor Issuing Bank, (x) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank as the case may be, and (y) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding on behalf such resigning Issuing Bank at the time of such succession or make other arrangements satisfactory to the applicable Issuing Bank to effectively assume the obligations of such Issuing Bank with respect to such Letters of Credit.

Termination of an Issuing Bank. (i) The Borrower may terminate the appointment of any Any Issuing Bank as an “Issuing Bank” hereunder by providing a may be terminated at any time upon not less than ten (10) Business Days’ prior written notice thereof by the Parent to the Administrative Agent and such Issuing Bank, with a copy to . The Administrative Agent shall notify the Administrative Agent. Any such termination shall become effective upon the earlier Lenders of (x) such Issuing Bank’s acknowledging receipt of such notice and (y) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (or its Affiliates) shall have been reduced to zero. At the time any such termination shall become effective, of an Issuing Bank. After the Borrower shall pay all unpaid fees accrued for the account termination of the terminated an Issuing Bank pursuant to Section 2.12(a). Notwithstanding the effectiveness of any hereunder, such termination, the terminated 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 Letters of Credit issued by it prior to such termination, but shall not be required to amend, renew or extend any such Letter of Credit or to issue any additional Letters of Credit. (ii) Subject . . If the Parent is required to the appointment deposit cash collateral pursuant to Section 2.09(d), 2.11 or 7.02, it will establish on or prior to such date, and acceptance thereafter maintain so long as any Letter of a successor Issuing Bank, Credit is outstanding or any amount is payable to any Issuing Bank may resign as an Issuing Bank or the Lenders in respect of any Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Section 9.01, in the name of the Parent but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which neither the Parent nor any time upon 30 days’ prior written notice other Borrower shall have any interest. The Parent hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the Borrower ratable benefit of the Lenders and the LendersIssuing Banks, a security interest in all of the Parent’s right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account, to secure the prompt and complete payment and performance of the Obligations. In The Administrative Agent will invest any funds on deposit from time to time in the event LC Collateral Account in certificates of deposit of JPMorgan having a maturity not exceeding 30 days. Moneys in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements made by the Issuing Banks for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the Total LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing greater than 50% of the Total LC Exposure), be applied to satisfy other Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount shall be returned to the Borrowers within three (3) Business Days after all Events of Default have been cured or waived. If a Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11, such amount shall be returned to the applicable Borrower to the extent that, after giving effect to such return, the Total Revolving Credit Exposure would not exceed the Aggregate Commitment and no Default or Event of Default shall have occurred and be continuing. The Administrative Agent agrees that when all Obligations have been paid in full and all Letters of Credit have expired or been terminated, the Administrative Agent will deliver all remaining funds in the LC Collateral Account to the Parent (or such other Person as is entitled thereto under applicable Requirements of Law). If the Administrative Agent determines that any Person other than the Parent is entitled to such remaining funds, the Administrative Agent shall use reasonable efforts to give the Parent notice of such determination in advance of delivering such funds to any other Person, but the Administrative Agent shall have no liability for the failure to deliver such notice. (i) If, on the Maturity Date, any Extended Expiration Letters of Credit remain outstanding, each Borrower for whose account an Extended Expiration Letter of Credit has been issued shall deposit on such date in an account with each Issuing Bank that has issued any such resignation as an Issuing BankExtended Expiration Letter of Credit, in the Borrower shall be entitled to appoint from among the Lenders a successor name of such Issuing Bank hereunder. Notwithstanding and for the effectiveness benefit of any such resignation, any former Issuing Bank shall remain a party hereto and shall continue to have all the rights of (each, an “Issuing Bank under this Agreement with respect LC Collateral Account”), an amount in cash equal to 100% of the aggregate face amount of all outstanding Extended Expiration Letters of Credit issued by it prior such Issuing Bank for the account of such Borrower. Any such deposits pursuant to such termination, but this paragraph (j)(ii) shall not issue any additional Letters of Credit. Upon be held by each applicable Issuing Bank in its Issuing Bank LC Collateral Account as collateral for the appointment of a successor Issuing Bank, (x) such successor shall succeed to and become vested with all obligation of the rights, powers, privileges and duties of the retiring applicable Borrower to reimburse such Issuing Bank as for LC Disbursements made by such Issuing Bank under each Extended Expiration Letter of Credit issued by such Issuing Bank for the case may be, and (y) the successor account of such Borrower. Each Issuing Bank shall issue letters have the exclusive dominion and control, as defined in the Uniform Commercial Code of credit in substitution for the Letters State of CreditNew York, if anyincluding the exclusive right of withdrawal, outstanding on behalf such resigning over its Issuing Bank at the time of such succession or make other arrangements satisfactory LC Collateral Account. Each Borrower hereby pledges, assigns and grants to the applicable Issuing Bank a security interest in all of such Borrower’s right, title and interest in and to effectively assume all funds which may from time to time be on deposit in the obligations LC Collateral Account maintained by such Issuing Bank in respect of Extended Expiration Letters of Credit issued for the account of such Borrower, to secure the prompt and complete payment and performance of the Obligations in respect of such Extended Expiration Letters of Credit. No Issuing Bank shall have any obligation to pay interest on the investment of such deposits; provided that each Issuing Bank shall invest such deposits in certificates of deposit of such Issuing Bank having a maturity not exceeding 30 days. Moneys in each Issuing Bank LC Collateral Account shall be applied by the applicable Issuing Bank to reimburse such Issuing Bank for LC Disbursements made by such Issuing Bank in respect of Extended Expiration Letters of Credit for which it has not been reimbursed. Upon the cancellation, surrender, or payment of each Extended Expiration Letter of Credit for which cash collateral was provided pursuant to this Section 2.06(j)(ii), the Issuing Bank that issued such Extended Expiration Letter of Credit shall promptly release cash collateral to the applicable Borrower in the amount of the LC Exposure that is no longer outstanding as a result thereof, together with the amount of all corresponding fees with respect to such Letters Extended Expiration Letter of CreditCredit that will no longer become payable.

Termination of an Issuing Bank. (i) The Parent Borrower may terminate the appointment of any Issuing Bank as an “Issuing Bank” hereunder by providing a written notice thereof to such Issuing Bank, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (x) such Issuing Bank’s acknowledging receipt of such notice and (y) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (or its Affiliates) shall have been reduced to zero. At the time any such termination shall become effective, the Parent Borrower shall pay all unpaid fees accrued for the account of the terminated Issuing Bank pursuant to Section 2.12(a). Notwithstanding the effectiveness of any such termination, the terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such termination, but shall not issue any additional Letters of Credit. (ii) Subject to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bank at any time upon 30 days’ prior written notice to the Administrative Agent, the Parent Borrower and the Lenders. In the event of any such resignation as an Issuing Bank, the Parent Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank hereunder. Notwithstanding the effectiveness of any such resignation, any former Issuing Bank shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such termination, but shall not issue any additional Letters of Credit. Upon the appointment of a successor Issuing Bank, (x) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank as the case may be, and (y) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding on behalf such resigning Issuing Bank at the time of such succession or make other arrangements satisfactory to the applicable Issuing Bank to effectively assume the obligations of such Issuing Bank with respect to such Letters of Credit.