Common use of Resignation as Issuing Bank after Assignment Clause in Contracts

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Issuing Bank assigns all of its Commitment and Revolving Credit Loans pursuant to §17.2, such Issuing Bank may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an Issuing Bank. 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Issuing Bank as an Issuing Bank. If an Issuing Bank resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation issued by such Issuing Bank and all Unpaid Reimbursement Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to §3.3). Upon the appointment of a successor Issuing Bank, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of such Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Mizuho or any other Issuing Bank assigns all of its Commitment Revolving Credit Commitments and Revolving Credit Loans pursuant to §17.2Section 13.2, such Issuing Bank may, Person may upon thirty (30) 30 days’ notice to the Borrower and the Lenders, resign as an Issuing Bank. 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Mizuho or such other Issuing Bank as an Issuing Bank. If an Mizuho or another Issuing Bank resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation issued by such as Issuing Bank and all Unpaid Reimbursement Letter of Credit Obligations with respect thereto (including the right to require the Lenders to make Base Rate ABR Loans or fund risk participations in Unreimbursed Amounts unreimbursed amounts pursuant to §3.3Section 4.6(b)). Upon the appointment of a successor Issuing Bank, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the or such other resigning Issuing Bank to effectively assume the obligations of Mizuho or such Issuing Bank Person with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Issuing Bank JPMCB assigns all of its Revolving Loan Commitment and Revolving Credit Loans pursuant to §17.2subsection (b) above, such Issuing Bank JPMCB may, upon thirty (30) 30 days’ notice to the Borrower and the Lenders, resign as an Issuing Bank. 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Issuing Bank JPMCB as an Issuing Bank. If an Issuing Bank JPMCB resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation issued by such as Issuing Bank and all Unpaid Reimbursement L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to §3.3Section 2.13(c)). Upon the appointment of a successor Issuing Bank, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank JPMCB to effectively assume the obligations of such Issuing Bank JPMCB with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Issuing Bank assigns all of its Revolving Commitment and Revolving Credit Loans pursuant to §17.2clause (b) above, such Issuing Bank may, upon thirty (30) 30 days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as an Issuing Bank. 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 hereunderBank; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such the applicable Issuing Bank as an Issuing Bank, as the case may be. If an the applicable Issuing Bank resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation issued by such as an Issuing Bank and all Unpaid Reimbursement Obligations LC Exposure with respect thereto (including the right to require the Lenders to make Base ABR Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to §3.3the amount of such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section 2.04(e)). Upon the appointment of a successor Issuing Bank, (ax) 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 (by) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning applicable retiring Issuing Bank to effectively assume the obligations of such the applicable retiring Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Issuing Bank assigns all of its Commitment and Revolving Credit Loans Commitments and Advances pursuant to §17.2Section 9.07(a), such Issuing Bank Person may, upon thirty (30) 30 days’ notice to the Borrower Company and the Lenders, resign as an Issuing Bank. In the event of any such resignation as an Issuing Bank, the Borrower Company shall be entitled to appoint from among the Lenders a successor Issuing Bank hereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of such Person as Issuing Bank and any Lender so appointed agrees to serve as an Issuing Bank. If an Issuing Bank such Person resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation issued by such as Issuing Bank and all Unpaid Reimbursement Obligations unreimbursed Letter of Credit drawings with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to §3.3)thereto. Upon the appointment of a successor Issuing Bank, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, Bank and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank such Person to effectively assume the obligations of such Issuing Bank Person with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Issuing Bank of America assigns all of its Commitment and Revolving Credit Loans pursuant to §17.2Section 13.3.1 above, such Issuing Bank of America may, upon thirty (30) days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as an Issuing Bank. 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Issuing Bank of America as an Issuing Bank. If an Issuing Bank of America resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation issued by such as an Issuing Bank and all Unpaid Reimbursement L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans L/C Advances or fund risk participations in Unreimbursed Amounts pursuant to §3.3Sections 2.4.7 and 2.4.8). Upon the appointment of a successor Issuing Bank, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning retiring Issuing Bank to effectively assume the obligations of such the retiring Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Issuing Bank assigns all of its Commitment Tranche A Commitments and Revolving Credit Loans Advances pursuant to §17.2Section 9.07(a), such Issuing Bank Person may, upon thirty (30) 30 days’ notice to the Borrower Company and the Lenders, resign as an Issuing Bank. In the event of any such resignation as an Issuing Bank, the Borrower Company shall be entitled to appoint from among the Tranche A Lenders a successor Issuing Bank hereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of such Person as Issuing Bank and any Lender so appointed agrees to serve as an Issuing Bank. If an Issuing Bank such Person resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation issued by such as Issuing Bank and all Unpaid Reimbursement Obligations unreimbursed Letter of Credit drawings with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to §3.3)thereto. Upon the appointment of a successor Issuing Bank, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, Bank and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank such Person to effectively assume the obligations of such Issuing Bank Person with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any an Issuing Bank assigns all of its Commitment Revolving Commitments and Revolving Credit Loans pursuant to §17.2Section 9.04, such Issuing Bank may, upon thirty (30) 30 days’ notice to the Borrower U.S. Borrower, the Administrative Agent and the Lenders, resign as an Issuing Bank. In the event of any such resignation as an Issuing Bank, the Borrower shall be entitled to appoint from among the Lenders ; provided that a successor Issuing Bank hereunder; provided, however, that no failure by shall have agreed to assume the Borrower to appoint any such successor shall affect the resignation of such Issuing Bank as an resigning Issuing Bank’s Specified L/C Sublimit. If an Issuing Bank resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit issued by such Issuing Bank and outstanding as of the effective date of its resignation as Issuing Bank and all Obligations with respect to Letters of Credit issued by such Issuing Bank and all Unpaid Reimbursement Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to §3.3)Bank. Upon the appointment of a successor Issuing Bank, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of such the resigning Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Issuing Bank UBS AG, Stamford Branch assigns all of its Commitment and Revolving Credit Loans pursuant to §17.2subsection (b) above, such Issuing Bank UBS AG, Stamford Branch may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an Issuing Bank. 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Issuing Bank UBS AG, Stamford Branch as an Issuing Bank. If an Issuing Bank UBS AG, Stamford Branch resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation issued by such as Issuing Bank and all Unpaid Reimbursement Obligations LC Exposure with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts LC Borrowings pursuant to §3.3Section 2.21). Upon the appointment of a successor Issuing Bank, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, Bank and (b2) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank UBS AG, Stamford Branch to effectively assume the obligations of such Issuing Bank UBS AG, Stamford Branch with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, (i) if at any time any Issuing Bank assigns all of its Commitment and Revolving Credit Loans Commitments and Advances pursuant to §17.2Section 9.07(a), such Issuing Bank Person may, upon thirty (30) 30 days’ notice to the Borrower and the Lenders, resign as an Issuing Bank and (ii) if a Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, any Issuing Bank may, upon 30 days’ notice to the Borrower and the Lenders, resign as Issuing Bank. 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 Avago Credit Agreement hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Issuing Bank Person as an Issuing Bank. If an Issuing Bank such Person resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation issued by such as Issuing Bank and all Unpaid Reimbursement Obligations unreimbursed Letter of Credit drawings with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to §3.3)thereto. Upon the appointment of a successor Issuing Bank, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, Bank and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank such Person to effectively assume the obligations of such Issuing Bank Person with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Issuing Bank assigns all of its Commitment and Revolving Credit Loans pursuant to §17.2, such Issuing Bank may, upon thirty (30) 30 days’ notice to the Borrower and the Lenders, resign as an Issuing Bank. 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Issuing Bank as an Issuing Bank, as the case may be. If an Issuing Bank resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation issued by such as an Issuing Bank and all Unpaid Reimbursement Obligations LC Disbursement with respect thereto (including the right to require the Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to §3.3Section 2.05(c)). Upon the appointment of a successor Issuing Bank, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, Bank and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning such retiring Issuing Bank to effectively assume the obligations of such retiring Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time U.S. Bank or any other Issuing Bank assigns all of its Commitment Commitments and Revolving Credit Loans pursuant to §17.2Section 10.4(b), such U.S. Bank or any other Issuing Bank may, upon thirty (30) 30 days’ notice to the Borrower and the Lenders, resign as an Issuing Bank. In the event of any such resignation as an Issuing Bank, the Borrower shall be entitled to may appoint from among the Lenders a successor Issuing Bank hereunderBank; provided, however, provided that no the Borrower’s failure by the Borrower to appoint any such a successor shall not affect the resignation of such Issuing Bank as an Issuing Bank. If an any Issuing Bank resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date time of its resignation issued by such as Issuing Bank and all Unpaid Reimbursement L/C Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to §3.3Section 2.20(e)). Upon the appointment of a successor Issuing Bank, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, and (b) the successor Issuing Bank shall issue letters Letters of credit Credit in substitution for the Letters of Credit, if any, issued by the retiring Issuing Bank outstanding at the time of such succession or make other arrangements satisfactory to the resigning retiring Issuing Bank to effectively assume the obligations of such the retiring Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Mizuho or any other Issuing Bank assigns all of its Commitment Revolving Credit Commitments and Revolving Credit Loans pursuant to §17.2Section 13.2, such Issuing Bank may, Person may upon thirty (30) 30 days’ notice to the Borrower and the Lenders, resign as an Issuing Bank. 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Mixxxx xr such other Issuing Bank as an Issuing Bank. If an Mixxxx xr another Issuing Bank resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation issued by such as Issuing Bank and all Unpaid Reimbursement Letter of Credit Obligations with respect thereto (including the right to require the Lenders to make Base Rate ABR Loans or fund risk participations in Unreimbursed Amounts unreimbursed amounts pursuant to §3.3Section 4.6(b)). Upon the appointment of a successor Issuing Bank, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the or such other resigning Issuing Bank to effectively assume the obligations of Mixxxx xr such Issuing Bank Person with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Issuing Bank BNP Paribas assigns all of its Commitment and Revolving Credit Loans pursuant to §17.2subsection (c) above, such Issuing Bank BNP Paribas may, upon thirty (30) 30 days’ notice to the Borrower Account Party and the Lenders, resign as an Issuing Bank. In the event of any such resignation as an Issuing Bank, Bank the Borrower Account Party shall be entitled to appoint from among the Lenders a successor Issuing Bank hereunder; provided, however, that no failure by the Borrower Account Party to appoint any such successor shall affect the resignation of such Issuing Bank BNP Paribas as an Issuing Bank. If an Issuing Bank BNP Paribas resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation issued by such as Issuing Bank and all Unpaid Reimbursement Obligations under any Letter of Credit with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to §3.3)thereto. Upon the appointment of a successor Issuing Bank, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, Bank and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank BNP Paribas to effectively assume the obligations of such Issuing Bank BNP Paribas with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Issuing Bank that is a Revolving Credit Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to §17.2Section 10.07(b), such Issuing Bank may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an Issuing Bank. 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 hereunderxxxxxxxxx; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Issuing Bank as an resigning Issuing Bank. If an any Issuing Bank resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation issued by such as Issuing Bank and all Unpaid Reimbursement L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate ABR Loans or fund risk participations in Unreimbursed Amounts pursuant to §3.3Section 2.03(c)). Upon the appointment of a successor Issuing BankBank and the consent of such successor Issuing Bank to such appointment, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of CreditCredit issued by such retiring Issuing Bank, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning such retiring Issuing Bank to effectively assume the obligations of such retiring Issuing Bank as applicable, with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Issuing Bank of America assigns all of its Commitment and Revolving Credit Loans pursuant to §17.2Section 9.06(b), such Issuing Bank of America may, upon thirty (30) days’ notice to the Borrower Borrowers and the Lenders, resign as an the Issuing Bank. In the event of any such resignation as an the Issuing Bank, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Bank hereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of such Issuing Bank of America as an the Issuing Bank. If an Issuing Bank of America resigns as an the Issuing Bank, it shall retain all the rights, powers, privileges and duties of an the Issuing Bank hereunder with respect to all of its Letters of Credit outstanding as of the effective date of its resignation issued by such as the Issuing Bank and all Unpaid Reimbursement Obligations with respect thereto on account of such Letters of Credit (including the right to require the Lenders to make Base Rate Revolving Credit Loans or fund risk participations in Unreimbursed Amounts 157 DB1/ 118785215.8 Letter of Credit Disbursements pursuant to §3.3Section 2.11(g)). Upon the appointment of a successor Issuing Bank, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of CreditCredit issued by Bank of America, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of such Issuing Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any an Issuing Bank assigns all of its Revolving Commitment and Revolving Credit Loans pursuant to §17.2Section 10.6(c) above, such Issuing Bank may, upon thirty sixty (3060) days’ notice to the Borrower Borrowers and the Lenders, resign as an Issuing Bank. 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 which accepts such appointment hereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of such Issuing Bank as an Issuing Bank. If an The retiring Issuing Bank resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation issued by such as Issuing Bank and all Unpaid Reimbursement L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts with respect to L/C Borrowings pursuant to §3.3Section 2.2(c)). Upon the appointment of and acceptance by a successor Issuing Bank, (ax) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, Bank and (by) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning retiring Issuing Bank to effectively assume the obligations of such retiring Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Issuing Bank assigns all of its Commitment and Revolving Credit Loans Commitments and Advances pursuant to §17.2Section 8.07(a), such Issuing Bank Person may, upon thirty (30) 30 days’ notice to the Borrower Company and the Lenders, resign as an Issuing Bank. In the event of any such resignation as an Issuing Bank, the Borrower Company shall be entitled to appoint from among the Revolving Credit Lenders a successor Issuing Bank hereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of such Person as Issuing Bank and any Lender so appointed agrees to serve as an Issuing Bank. If an Issuing Bank such Person resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation issued by such as Issuing Bank and all Unpaid Reimbursement Obligations unreimbursed Letter of Credit drawings with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to §3.3)thereto. Upon the appointment of a successor Issuing Bank, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, Bank and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank such Person to effectively assume the obligations of such Issuing Bank Person with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time U.S. Bank or any other Issuing Bank assigns all of its Commitment Commitments and Revolving Credit Loans pursuant to §17.2Section 10.4(b), such U.S. Bank or any other Issuing Bank may, upon thirty (30) 30 days’ notice to the Borrower and the Lenders, resign as an Issuing Bank. In the event of any such resignation as an Issuing Bank, the Borrower shall be entitled to may appoint from among the Lenders a successor Issuing Bank hereunderBank; provided, however, provided that no the Borrower’s failure by the Borrower to appoint any such a successor shall not affect the resignation of such Issuing Bank as an Issuing Bank. If an any Issuing Bank resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date time of its resignation issued by such as Issuing Bank and all Unpaid Reimbursement L/C Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to §3.3Section 2.20(e)). Upon the appointment of a successor Issuing Bank, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, Bank and (b) the successor Issuing Bank shall issue letters Letters of credit Credit in substitution for the Letters of Credit, if any, issued by the retiring Issuing Bank outstanding at the time of such succession or make other arrangements satisfactory to the resigning retiring Issuing Bank to effectively assume the obligations of such the retiring Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Issuing Bank assigns all of its Commitment and Revolving Credit Loans Commitments and Advances pursuant to §17.2Section 9.07(a), such Issuing Bank Person may, upon thirty (30) 30 days’ notice to the Borrower Company and the Lenders, resign as an Issuing Bank. In the event of any such resignation as an Issuing Bank, the Borrower Company shall be entitled to appoint from among the Lenders a successor Issuing Bank hereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of such Person as Issuing Bank and any Lender so appointed agrees to serve as an Issuing Bank. If an Issuing Bank such Person resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation issued by such as Issuing Bank and all Unpaid Reimbursement Obligations unreimbursed Letter of Credit drawings with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to §3.3)thereto. Upon the appointment of a successor Issuing Bank, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, Bank and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank such Person to effectively assume the obligations of such Issuing Bank Person with respect to such Letters of Credit.. Jabil Credit Agreement 60

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Issuing Bank assigns all of its Revolving Commitment and Revolving Credit Loans pursuant to §17.2clause (b) above, such Issuing Bank may, upon thirty (30) 30 days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as an Issuing Bank. 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 hereunderBank; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such the applicable Issuing Bank as an Issuing Bank, as the case may be. If an the applicable Issuing Bank resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation issued by such as an Issuing Bank and all Unpaid Reimbursement Obligations LC Exposure with respect thereto (including the right to require the Lenders to make Base Rate ABR Loans or fund risk participations in Unreimbursed Amounts pursuant to §3.3the amount of such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section 2.04(e)). Upon the appointment of a successor Issuing Bank, (ax) 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 (by) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning applicable retiring Issuing Bank to effectively assume the obligations of such the applicable retiring Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Issuing Bank that is a Revolving Credit Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to §17.2Section 10.07(b), such Issuing Bank may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an Issuing Bank. 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Issuing Bank as an resigning Issuing Bank. If an any Issuing Bank resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation issued by such as Issuing Bank and all Unpaid Reimbursement L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate ABR Loans or fund risk participations in Unreimbursed Amounts pursuant to §3.3Section 2.03(c)). Upon the appointment of a successor Issuing BankBank and the consent of such successor Issuing Bank to such appointment, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of CreditCredit issued by such retiring Issuing Bank, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning such retiring Issuing Bank to effectively assume the obligations of such retiring Issuing Bank as applicable, with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Issuing Bank that is a Revolving Credit Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to §17.2Section 10.07(b), such Issuing Bank may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an Issuing Bank. 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Issuing Bank as an resigning Issuing Bank. If an any Issuing Bank resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation issued by such as Issuing Bank and all Unpaid Reimbursement L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate ABR Loans or fund risk participations in Unreimbursed Amounts pursuant to §3.3Section 2.03(c)). Upon the appointment of a successor Issuing BankBank and the consent of such successor Issuing Bank to such appointment, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of CreditCredit issued by such retiring Issuing Bank, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning such retiring Issuing Bank to effectively assume the obligations of such retiring Issuing Bank as applicable, with respect to such Letters of Credit.. 161 CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Issuing Bank assigns all of its Commitment Tranche A Commitments and Revolving Credit Loans Advances pursuant to §17.2Section 9.07(a), such Issuing Bank Person may, upon thirty (30) 30 days’ notice to the Borrower Company and the Lenders, resign as an Issuing Bank. In the event of any such resignation as an Issuing Bank, the Borrower Company shall be entitled to appoint from among the Lenders Tranche A Xxxxxxx a successor Issuing Bank hereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of such Person as Issuing Bank and any Lender so appointed agrees to serve as an Issuing Bank. If an Issuing Bank such Person resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation issued by such as Issuing Bank and all Unpaid Reimbursement Obligations unreimbursed Letter of Credit drawings with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to §3.3)thereto. Upon the appointment of a successor Issuing Bank, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, Bank and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank such Person to effectively assume the obligations of such Issuing Bank Person with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Issuing Bank assigns all of its Commitment and Revolving Credit Loans Commitments and Advances pursuant to §17.2Section 8.07(a), such Issuing Bank Person may, upon thirty (30) 30 days’ notice to the Borrower Company and the Lenders, resign as an Issuing Bank. In the event of any such resignation as an Issuing Bank, the Borrower Company shall be entitled to appoint from among the Revolving Credit Lenders a successor Issuing Bank hereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of such Person as Issuing Bank and any Lender so appointed agrees to serve as an Issuing Bank. If an Issuing Bank such Person resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation issued by such as Issuing Bank and all Unpaid Reimbursement Obligations unreimbursed Letter of Credit drawings with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to §3.3)thereto. Upon the appointment of a successor Issuing Bank, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, Bank and (b) the 117 US-DOCS\122160094.24 successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank such Person to effectively assume the obligations of such Issuing Bank Person with respect to such Letters of Credit.

Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, (i) if at any time any Issuing Bank assigns all of its Commitment and Revolving Credit Loans Commitments and Advances pursuant to §17.2Section 9.07(a), such Issuing Bank Person may, upon thirty (30) 30 days’ notice to the Borrower and the Lenders, resign as an Issuing Bank and (ii) if a Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, any Issuing Bank may, upon 30 days’ notice to the Borrower and the Lenders, resign as Issuing Bank. 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Issuing Bank Person as an Issuing Bank. If an Issuing Bank such Person resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation issued by such as Issuing Bank and all Unpaid Reimbursement Obligations unreimbursed Letter of Credit drawings with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to §3.3)thereto. Upon the appointment of a successor Issuing Bank, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, Bank and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank such Person to effectively assume the obligations of such Issuing Bank Person with respect to such Letters of Credit.