Resignation of the Issuing Bank. The Issuing Bank may resign as the Issuing Bank upon thirty days prior written notice to the Administrative Agent, Revolving ​ and the Borrower. Upon any such notice of resignation, the Required Revolving ​ shall have the right, upon five Business Days’ notice to the Borrower, to appoint a successor Issuing Bank with the written consent of the Borrower; provided, # no such consent of the Borrower shall be required while an Event of Default exists and # such consent shall not be unreasonably withheld, delayed or conditioned, and shall be deemed to have been given unless the Borrower shall have objected to such appointment by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, failing such appointment, the retiring Issuing Bank may appoint, on behalf of the Revolving ​, a successor Issuing Bank from among the Revolving ​ or any other financial institution; provided, in no event shall any such successor Issuing Bank be a Defaulting Lender or a Disqualified Institution. At the time any such resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced the Issuing Bank. From and after the effective date of any such resignation, # any successor to the Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and # references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous the Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of the Issuing Bank hereunder, the resigning Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit.

Resignation and Removal of thean Issuing Bank. TheAny Issuing Bank may resign as thean Issuing Bank upon thirty dayssixty days’ prior written notice to the Administrative Agent, Revolving ​​, the Lenders and the Borrower. Upon any such notice of resignation, the Required Revolving ​ shall have the right, upon five Business Days’ notice to the Borrower, to appoint a successor Issuing Bank with the written consent of the Borrower; provided, # no such consent of the Borrower shall be required while an Event of Default exists and # such consent shall not be unreasonably withheld, delayed or conditioned, and shall be deemed to have been given unless the Borrower shall have objected to such appointment by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, failing such appointment, the retiring​. Any Issuing Bank may appoint, on behalfbe replaced at any time by written agreement among the ​, the Administrative ​, the Issuing Bank being replaced (provided that no consent will be required if the Issuing Bank being replaced has no Letters of Credit or Reimbursement Obligations with respect thereto outstanding) and the Revolving ​, a successor Issuing Bank from amongBank. The Administrative ​ shall notify the Revolving ​ or any other financial institution; provided, in no event shallLenders of any such successorreplacement of an Issuing Bank be a Defaulting Lender or a Disqualified Institution.Bank. At the time any such replacement or resignation shall become effective, the Borrower​ shall pay all unpaid fees accrued for the account of the replaced the Issuing Bank. From and after the effective date of any such replacement or resignation, # any successor to the Issuing Bank shall have all the rights and obligations of thean Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and # references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous the Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement or resignation of thean Issuing Bank hereunder, the replaced or resigning Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of thean Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit.

Replacement of thean Issuing Bank. The(i) Any Issuing Bank may resign as thean Issuing Bank upon thirty days30 days’ prior written notice to the Administrative Agent, the applicable Revolving B" data-ad-field-type="a" data-ad-field-json='{"name":"Organization B","type":"a","canGuess":{"name":false,"type":false}}'>​ and the Borrower. UponSubject to the terms of the following sentence, the Borrower may replace an Issuing Bank for any such notice of resignation, the Required Revolving ​ shall have the right,reason upon five Business Days’written notice to the Borrower, toAdministrative Agent and the Issuing Bank. If an Issuing Bank shall resign or be replaced, then the Borrower may appoint a successor Issuing Bank with the written consent of the Borrower; provided, # no suchAdministrative Agent (such consent of the Borrower shall be required while an Event of Default exists and # such consent shall not to be unreasonably withheld, delayedwithheld or conditioned, and shall be deemed to have been given unless the Borrower shall have objected to such appointment by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, failing such appointment, the retiring Issuing Bank may appoint, on behalf of the Revolving ​, a successor Issuing Bank from among the Revolving ​ or any other financial institution; provided, in no event shall anydelayed), whereupon such successor Issuing Bank be a Defaulting Lendershall succeed to the rights, powers and duties of the replaced or a Disqualified Institution.resigning Issuing Bank under this Agreement and the other Loan Documents and the term “Issuing Bank” shall mean such successor Issuing Bank effective upon such appointment; provided, however, that no failure by the Borrower to so appoint any such successor shall affect the resignation of the applicable Issuing Bank as an Issuing Bank. At the time any such resignation or replacement shall become effective, the Borrower shall pay to the resigning or replaced Issuing Bank all accrued and unpaid fees accrued forpursuant to [Section 2.12(b)] and [Section 2.12(d)]. The acceptance of any appointment as an Issuing Bank hereunder as a successor Issuing Bank shall be evidenced by an agreement entered into by such successor Issuing Bank, in a form satisfactory to the account ofBorrower and the replaced the Issuing Bank. FromAdministrative Agent, and, from and after the effective date of any such resignation, # anyagreement, such successor to the Issuing Bank shall have all the rights and obligationsissuer of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and # references herein to the termshall become an “Issuing Bank” shall be deemed to refer to such successor or to any previous the Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require.hereunder. After the resignation or replacement of thean Issuing Bank hereunder, the resigning or replaced Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of thean Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation,resignation or replacement, but shall not be required to issue additional Letters of Credit or amend or renew existing Letters of Credit. In connection with any resignation or replacement pursuant to this [clause (i)] (but, in case of any such resignation, only to the extent that a successor Issuing Bank shall have been appointed), either # the Borrower, the resigning or replaced Issuing Bank and the successor Issuing Bank shall arrange to have any outstanding Letters of Credit issued by the resigning or replaced Issuing Bank replaced with Letters of Credit issued by the successor Issuing Bank or # the Borrower shall cause the successor Issuing Bank, if such successor Issuing Bank is reasonably satisfactory to the replaced or resigning Issuing Bank, to issue “back-stop” Letters of Credit naming the resigning or replaced Issuing Bank as beneficiary for each outstanding Letter of Credit issued by the resigning or replaced Issuing Bank, which new Letters of Credit shall have a face amount equal to the Letters of Credit being back-stopped, and the sole requirement for drawing on such new Letters of Credit shall be a drawing on the corresponding back-stopped Letters of Credit. After any resigning or replaced Issuing Bank’s resignation or replacement as Issuing Bank, the provisions of this Agreement relating to an Issuing Bank shall inure to its benefit as to any actions taken or omitted to be taken by it

Resignation and Removal of thean Issuing Bank. TheAn Issuing Bank may resign as thean Issuing Bank upon thirtyby providing at least 60 days prior written notice to the Administrative Agent, Revolving ​the Lenders and the Borrower. UponAn Issuing Bank may be replaced at any such notice of resignation, the Required Revolving ​ shall have the right, upon five Business Days’ notice totime by written agreement among the Borrower, to appoint a successorthe Administrative Agent, the replaced Issuing Bank with the written(provided that no consent of the Borrower; provided, # no such consent of the Borrower shallIssuing Bank will be required while an Eventif the replaced Issuing Bank has no Letters of Default existsCredit or reimbursement obligations with respect thereto outstanding), the other Issuing Banks, if any, and # such consent shall not be unreasonably withheld, delayed or conditioned, and shall be deemed to have been given unless the Borrower shall have objected to such appointment by written notice to thesuccessor Issuing Bank. The Administrative Agent within five (5) Business Days after having received notice thereof; provided, failing such appointment,shall notify the retiring Issuing Bank may appoint, on behalfLenders of the Revolving ​, a successor Issuing Bank from among the Revolving ​ or any other financial institution; provided, in no event shall any such successorreplacement of such Issuing Bank be a Defaulting Lender or a Disqualified Institution.Bank. At the time any such replacement or resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced theor resigning Issuing Bank. From and after the effective date of any such replacement or resignation, # any successor to the Issuing Bank shall have all the rights and obligations of thean Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and # references herein to the term “Issuing Bank”“Issuing Bank” shall be deemed to refer to such successor or to any previous the Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. AfterAt the time any such resignation or replacement shall become effective, # the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank hereunder,pursuant to [Section 2.09] and # the resigningreplaced Issuing Bank shallmay at its option remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of thean Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation, butreplacement or resignation. After the replacement or resignation of an Issuing Bank hereunder, the replaced Issuing Bank shall not be required to issue additionalissue, amend, extend or increase any Letters of Credit.

Subject to the appointment and acceptance of thea successor Issuing Bank. TheBank, any Issuing Bank may resign as thean Issuing Bank at any time upon thirty days30 days’ prior written notice to the Administrative Agent, Revolving ​the Borrower and the Borrower. UponLenders. In the event of any such notice of resignation,resignation as an Issuing Bank, the Required Revolving ​Borrower shall havebe entitled to appoint from among the right, upon five Business Days’ notice to the Borrower, to appointLenders a successor Issuing Bank with the written consent of the Borrower;hereunder; provided, #that no such consent offailure by the Borrower shall be required while an Event of Default exists and # such consent shall not be unreasonably withheld, delayed or conditioned, and shall be deemed to have been given unless the Borrower shall have objected to such appointment by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, failing such appointment, the retiring Issuing Bank may appoint, on behalf of the Revolving ​, a successor Issuing Bank from among the Revolving ​ or any other financial institution; provided, in no event shallappoint any such successor Issuing Bank be a Defaulting Lender or a Disqualified Institution. Atshall affect the timeresignation of any such resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced the Issuing Bank. From and afterNotwithstanding the effective dateeffectiveness of any such resignation, # any successor to the Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and # references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous the Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of the Issuing Bank hereunder, the resigningformer Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of thean Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation,termination, but shall not be required to issue any additional Letters of Credit. Upon the appointment of a successor Issuing Bank, # 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 # 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.

Any Issuing Bank may resign as the Issuing Bankan “Issuing Bank” hereunder upon thirty days30 days’ prior written notice to the Administrative Agent, Revolving ​the Lenders and the Borrower. Upon anyBorrower; provided that on or prior to the expiration of such notice of30-day period with respect to such resignation, the Required Revolving ​relevant Issuing Bank shall have the right, upon five Business Days’ notice to the Borrower, to appointidentified a successor Issuing Bank withreasonably acceptable to the written consentBorrower willing to accept its appointment as successor Issuing Bank, and the effectiveness of such resignation shall be conditioned upon such successor assuming the rights and duties of the Borrower; provided, # noresigning Issuing Bank. In the event of any such consent ofresignation as Issuing Bank, the Borrower shall be required while an Event of Default exists and # such consent shall not be unreasonably withheld, delayed or conditioned, and shall be deemedentitled to have been given unlessappoint from among the Borrower shall have objected to such appointment by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, failing such appointment, the retiring Issuing Bank may appoint, on behalf of the Revolving ​,Lenders a successor Issuing Bank from amonghereunder; provided, however, that no failure by the Revolving ​ or any other financial institution; provided, in no event shallBorrower to appoint any such successor shall affect the resignation of the resigning Issuing Bank beexcept as expressly provided above. The Borrower may terminate the appointment of any Issuing Bank as an “Issuing Bank” hereunder by providing a Defaulting Lender orwritten notice thereof to such Issuing Bank, with a Disqualified Institution.copy to the Administrative Agent. Any such termination shall become effective upon the earlier of # such Issuing Bank acknowledging receipt of such notice and # the third 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 resignation or termination shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replacedresigning or terminated Issuing Bank pursuant to [Section 2.14(c)]. Notwithstanding the Issuing Bank. From and after the effective dateeffectiveness of any such resignation, # any successor toresignation or termination, the Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and # references herein to the term “Issuing Bank” shall be deemed to refer to such successorresigning or to any previous the Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of the Issuing Bank hereunder, the resigningterminated Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of thean Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation,resignation or termination, but shall not be required to issue any additional Letters of Credit.

Resignation or Replacement of thean Issuing Bank. TheAny Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. In addition, any Issuing Bank may resign as thean Issuing Bank hereunder upon thirty daysnot less than three (3) Business Days prior written notice to the Administrative Agent, Revolving ​Agent and the Borrower. UponBorrower; provided further that if any such noticeIssuing Bank, in its capacity as a Lender, assigns all of resignation, the Required Revolving ​ shall have the right, upon five Business Days’ notice to the Borrower, to appoint a successor Issuing Bankits Loans and Commitments in accordance with the written consentterms of the Borrower; provided, # nothis Agreement, such consent of the Borrower shall be required while an Event of Default exists and # such consent shall not be unreasonably withheld, delayed or conditioned, andIssuing Bank shall be deemed to have been given unless the Borrower shall have objected to such appointment by written notice to theautomatically resigned as an Issuing Bank. The Administrative Agent within five (5) Business Days after having received notice thereof; provided, failing such appointment,shall notify the retiring Issuing Bank may appoint, on behalf​ of the Revolving ​, a successor Issuing Bank from among the Revolving ​ or any other financial institution; provided, in no event shall any such successorreplacement or resignation of an Issuing Bank be a Defaulting Lender or a Disqualified Institution.Bank. At the time any such replacement or resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced theor resigning Issuing Bank.Bank pursuant to [Section 2.11(b)]. From and after the effective date of any such resignation,replacement, # anythe successor to the Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and # references herein to the term “Issuing Bank” and/or “Issuing Banks” shall be deemed to refer to such successor or successors (and the other current Issuing Banks, if applicable) or to any previous the Issuing Bank, or to such successor or successors (and all other current Issuing Banks) and all previous Issuing Banks, as the context shall require. After the replacement or resignation of thean Issuing Bank hereunder, the replaced or resigning Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of thean Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit.

Resignation. Subject to the consent of the Issuing Bank. TheBorrower, any Issuing Bank may resign as the Issuing Bank upon thirty daysat any time by giving 30 days’ prior written notice to the Administrative Agent, Revolving ​the Lenders and the Borrower. Upon any such notice of resignation, the Required Revolving ​ shall have the right, upon five Business Days’ notice to the Borrower, to appoint a successor Issuing Bank with the written consent of the Borrower; provided, # no such consent of the Borrower shall be required while an Event of Default exists and # such consent shall not be unreasonably withheld, delayed or conditioned, and shall be deemed to have been given unless the Borrower shall have objected to such appointment by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, failing such appointment, the retiring Issuing Bank may appoint, on behalf of the Revolving ​, a successor Issuing Bank from among the Revolving ​ or any other financial institution; provided, in no event shall any such successor Issuing Bank be a Defaulting Lender or a Disqualified Institution. At the time any such resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced the Issuing Bank. From and after the effective date of any such resignation, # any successor to the Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and # references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous the Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of thean Issuing Bank hereunder, the resigningretiring Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of thean Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, renew or increase any existing Letter of Credit.

Subject to the appointment and acceptance of thea successor Issuing Bank. TheBank, any Issuing Bank may resign as thean Issuing Bank at any time upon thirty daysdays’ prior written notice to the Administrative Agent, Revolving _Organization B:​, ​ and the Borrower. Upon any such notice of resignation, the Required Revolving B" data-ad-field-type="organization" data-ad-field-json='{"name":"Organization B","type":"organization","canGuess":{"name":false,"type":false}}'>​ shall have the right, upon five Business Days’ notice to the Borrower, to appoint a successor Issuing Bank with the written consent of the Borrower; provided, # noA:Organization_, in which case, such consent of the Borrower shall be required while an Event of Default exists and # such consent shall not be unreasonably withheld, delayed or conditioned, and shall be deemed to have been given unless the Borrower shall have objected to such appointment by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, failing such appointment, the retiring Issuing Bank may appoint, on behalf of the Revolving ​, a successor Issuing Bank from among the Revolving ​ or any other financial institution; provided, in no event shall any such successor Issuing Bank be a Defaulting Lender or a Disqualified Institution. At the time any such resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced the Issuing Bank. From and after the effective date of any such resignation, # any successor to the Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreementbe replaced in accordance with respect to Letters of Credit to be issued thereafter and # references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous the Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of the Issuing Bank hereunder, the resigning Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit.[Section 2.06(i)(A)] above.

Any Issuing Bank may resign as the Issuing Bank upon thirty days prior writtenprovide notice to the Administrative Agent, Revolving ​Company of its intent to resign as an Issuing Bank at any time. Such resignation shall become effective if and the Borrower. Upon any such notice of resignation, the Required Revolving ​ shall have the right, upon five Business Days’ notice to the Borrower, to appointwhen a successor Issuing BankBank, satisfactory to the Company at its sole discretion, shall have been appointed in accordance with [Section 2.05(i)] above (provided that the writtenresigning Issuing Bank’s consent of the Borrower; provided, # noto such consent of the Borrower shall be required while an Event of Default exists and # such consentappointment shall not be unreasonably withheld, delayed or conditioned,required, but the Administrative Agent’s consent shall be required), and shall be deemed to have been given unlessaccepted such appointment. After the Borrower shall have objected to such appointment by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, failing such appointment, the retiringresignation of an Issuing Bank may appoint, on behalf ofhereunder, the Revolving ​, a successorresigned Issuing Bank from among the Revolving ​ or any other financial institution; provided, in no event shall any such successor Issuing Bank beremain a Defaulting Lender or a Disqualified Institution. At the time any such resignationparty hereto and shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced the Issuing Bank. From and after the effective date of any such resignation, # any successorcontinue to the Issuing Bank shall have all the rights and obligations of thean Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and # references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous the Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of the Issuing Bank hereunder, the resigning Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remainthen outstanding and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit..