Common use of Resignation as Issuing Bank or Swing Line Lender after Assignment Clause in Contracts

Resignation as Issuing Bank or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender that is, or has an Affiliate or branch that is, an Issuing Bank or the Swing Line Lender (a “Fronting Bank”) assigns all of its Revolving Credit Commitment and Revolving Credit Advances pursuant to Section 10.07(b), such Fronting Bank may, (i) upon 30 days’ notice to the Parent Borrower and the Lenders, resign as Issuing Bank and/or (ii) upon 30 days’ notice to the Parent Borrower, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line Lender, the Parent Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender hereunder; provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of the applicable Fronting Bank as Issuing Bank or Swing Line Lender, as the case may be. If a Fronting Bank resigns as 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 as Issuing Bank and all L/C Obligations with respect thereto (including the right to require the Lenders to make Index Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If a Fronting Bank resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Advances made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Index Rate Loans or fund risk participations in outstanding Swing Line Advances pursuant to Section 2.03(c). Upon the appointment and acceptance of such appointment of a successor Issuing Bank and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swing Line Lender, as the case may be, 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 applicable Fronting Bank to effectively assume the obligations of such Fronting Bank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender that is, or has an Affiliate or branch that is, an Issuing Bank or the any Swing Line Lender (a “Fronting Bank”) or Issuing Bank assigns all of its Revolving Credit Commitment and Revolving Credit Advances Loans pursuant to Section 10.07(b11.07(2), such Fronting Bank Swing Line Lender or Issuing Bank, as applicable, may, (i) upon 30 thirty (30) calendar days’ notice to the Parent Borrower and the Lenders, resign as Issuing Bank and/or (ii) upon 30 thirty (30) calendar days’ notice to the Parent Borrower, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line Lender, the Parent Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender hereunder; provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of the applicable Fronting Bank as such Issuing Bank or Swing Line Lender, as the case may be. If a Fronting Bank any Lender resigns as 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 as Issuing Bank and all L/C Letter of Credit Obligations with respect thereto (including the right to require the Lenders to make Index Base Rate Loans or fund risk participations in Unreimbursed Amounts Reimbursement Obligations pursuant to Section 2.04(c2.07(3)). If a Fronting Bank any Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Advances Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Index Base Rate Loans or fund risk participations in outstanding Swing Line Advances Loans pursuant to Section 2.03(c2.03(3). Upon the appointment and acceptance of such appointment of a successor Issuing Bank and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swing Line Lender, as the case may be, 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 applicable Fronting resigning Issuing Bank to effectively assume the obligations of such Fronting the resigning Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender that is, or has an Affiliate or branch that is, an Issuing Bank or the Swing Line Lender (a “Fronting Bank”) Lender, as applicable, assigns all of its Revolving Credit Commitment and Revolving Credit Advances Loans pursuant to Section 10.07(b)paragraph (c) above, such Fronting Issuing Bank may, (i) upon 30 sixty (60) days’ notice to the Parent Borrower Company and the Lenders, resign as Issuing Bank and/or (ii) upon 30 thirty (30) days’ notice to the Parent BorrowerCompany, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line Lender, the Parent Borrower Company shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender which accepts such appointment hereunder; provided, however, that no failure by the Parent Borrower Company to appoint any such successor shall affect the resignation of the applicable Fronting Bank as such Issuing Bank or Swing Line Lender, as the case may be. If a Fronting The retiring Issuing Bank resigns as 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 as Issuing Bank and all L/C Obligations with respect thereto (including the right to require the Lenders to make Index Base Rate Loans or fund risk participations in Unreimbursed Amounts with respect to L/C Borrowings pursuant to Section 2.04(c2.4(c)). If a Fronting Bank resigns as The retiring Swing Line Lender, it Lender shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Advances Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Index Base Rate Loans or fund risk participations in outstanding Swing Line Advances Loans pursuant to Section 2.03(c2.3(b). Upon the appointment of and acceptance of such appointment of by a successor Issuing Bank and/or Swing Line Lender, (ax) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swing Line Lender, as the case may be, 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 applicable Fronting retiring Issuing Bank to effectively assume the obligations of such Fronting retiring Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender that is, or has an Affiliate or branch that is, an Issuing Bank or the Swing Line Lender (a “Fronting Bank”) assigns all of its Revolving Credit Commitment and Revolving Credit Advances pursuant to Section 10.07(b), such Fronting Bank may, (i) upon 30 days’ notice to the Parent Lead Borrower and the Lenders, resign as Issuing Bank and/or (ii) upon 30 days’ notice to the Parent Lead Borrower, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line Lender, the Parent Lead Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender hereunder; provided, however, that no failure by the Parent Lead Borrower to appoint any such successor shall affect the resignation of the applicable Fronting Bank as Issuing Bank or Swing Line Lender, as the case may be. If a Fronting Bank resigns as 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 as Issuing Bank and all L/C Obligations with respect thereto (including the right to require the Lenders to make Index Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If a Fronting Bank resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Advances made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Index Base Rate Loans or fund risk participations in outstanding Swing Line Advances pursuant to Section 2.03(c). Upon the appointment and acceptance of such appointment of a successor Issuing Bank and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swing Line Lender, as the case may be, 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 applicable Fronting Bank to effectively assume the obligations of such Fronting Bank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender that is, or has an Affiliate or branch that is, an Issuing Bank or the Swing Line Lender (a “Fronting Bank”) of America assigns all of its Revolving Credit Commitment Commitments and Revolving Credit Advances Loans pursuant to Section 10.07(b)subsection (b) above, such Fronting Bank of America may, (i) upon 30 days’ written notice to the Parent Borrower Company and the Lenders, resign as Issuing Bank and/or (ii) upon 30 days’ written notice to the Parent BorrowerCompany, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line Lender, the Parent Borrower Company shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender hereunder; provided, however, that no failure by the Parent Borrower Company to appoint any such successor shall affect the resignation of the applicable Fronting Bank of America as Issuing Bank or Swing Line Lender, as the case may be. If a Fronting Bank of America resigns as 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 as Issuing Bank and all L/C Obligations LC Exposure with respect thereto (including the right to require the Lenders to make Index Rate ABR Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.06(d)). If a Fronting Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Advances Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Index Rate ABR Loans or fund risk participations in outstanding Swing Line Advances Loans pursuant to Section 2.03(c2.05(c). Upon the appointment and acceptance of such appointment of a successor Issuing Bank and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swing Line Lender, as the case may be, 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 applicable Fronting Bank of America to effectively assume the obligations of such Fronting Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender that is, or has an Affiliate or branch that is, an Issuing Bank or the Swing Line Lender (a “Fronting Bank”) of America assigns all of its Revolving Credit Commitment Commitments and Revolving Credit Advances Loans pursuant to Section 10.07(b)subsection (b) above, such Fronting Bank of America may, (i) upon 30 days’ written notice to the Parent Borrower Company and the Lenders, resign as Issuing Bank and/or (ii) upon 30 days’ written notice to the Parent BorrowerCompany, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line Lender, the Parent Borrower Company shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender hereunder; provided, however, that no failure by the Parent Borrower Company to appoint any such successor shall 148 affect the resignation of the applicable Fronting Bank of America as Issuing Bank or Swing Line Lender, as the case may be. If a Fronting Bank of America resigns as 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 as Issuing Bank and all L/C Obligations LC Exposure with respect thereto (including the right to require the Lenders to make Index Rate ABR Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.06(d)). If a Fronting Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Advances Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Index Rate ABR Loans or fund risk participations in outstanding Swing Line Advances Loans pursuant to Section 2.03(c2.05(c). Upon the appointment and acceptance of such appointment of a successor Issuing Bank and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swing Line Lender, as the case may be, 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 applicable Fronting Bank of America to effectively assume the obligations of such Fronting Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, (x) if at any time a Lender that is, or has an Affiliate or branch that is, an Issuing Bank or the any Swing Line Lender (a “Fronting Bank”) or Issuing Bank assigns all of its Revolving Credit Commitment and Revolving Credit Advances Loans pursuant to Section 10.07(b)11.07(2) or (y) at any other time, with the written consent of the Borrower, such Fronting Bank Swing Line Lender or Issuing Bank, as applicable, may, (i) upon 30 thirty (30) calendar days’ notice to the Parent Borrower and the Lenders, resign as Issuing Bank and/or (ii) upon 30 thirty (30) calendar days’ notice to the Parent Borrower, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line Lender, the Parent Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender hereunder; provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of the applicable Fronting Bank as such Issuing Bank or Swing Line Lender, as the case may be. If a Fronting Bank any Lender resigns as 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 as Issuing Bank and all L/C Letter of Credit Obligations with respect thereto (including the right to require the Lenders to make Index Base Rate Loans or fund risk participations in Unreimbursed Amounts Reimbursement Obligations pursuant to Section 2.04(c2.07(3)). If a Fronting Bank any Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Advances Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Index Base Rate Loans or fund risk participations in outstanding Swing Line Advances Loans pursuant to Section 2.03(c2.03(3). Upon the appointment and acceptance of such appointment of a successor Issuing Bank and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swing Line Lender, as the case may be, 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 applicable Fronting resigning Issuing Bank to effectively assume the obligations of such Fronting the resigning Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender that is, or has an Affiliate or branch that is, an Issuing Bank or the Swing Line Lender (a “Fronting Bank”) BofA assigns all of its Revolving Credit Commitment and Revolving Credit Advances Loans pursuant to Section 10.07(b)subsection (b) above, such Fronting Bank BofA may, (i) upon 30 days’ notice to the Parent Borrower Company and the Lenders, resign as an Issuing Bank and/or and (ii) upon 30 days’ notice to the Parent BorrowerCompany and the Lenders, resign as the Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line Lender, the Parent Borrower Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender hereunder; provided, however, that no failure by the Parent Borrower Borrowers to appoint any such successor shall affect the resignation of the applicable Fronting Bank BofA as Issuing Bank or Swing Line Lender, as the case may be. If a Fronting Bank BofA resigns as 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 as Issuing Bank and all L/C Obligations with respect thereto (including the right to require the Lenders to make Index Floating Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)3.3). If a Fronting Bank BofA resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Advances Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Index Floating Rate Loans or fund risk participations in outstanding Swing Line Advances Loans pursuant to Section 2.03(c2.2(c). Upon the appointment and acceptance of such appointment of a successor Issuing Bank and/or or Swing Line LenderLender that has accepted 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 or Swing Line Lender, as the case may be, 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 applicable Fronting Bank BofA to effectively assume the obligations of such Fronting Bank BofA with respect to such Letters of Credit.

Resignation as Issuing Bank or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender that is, or has an Affiliate or branch that is, an Issuing Bank or the Swing Line Lender (a “Fronting Bank”) Lender, as applicable, assigns all of its Revolving Credit Commitment and Revolving Credit Advances Loans pursuant to Section 10.07(b)paragraph (c) above, such Fronting Issuing Bank may, (i) upon 30 sixty (60) days’ notice to the Parent Borrower Company and the Lenders, resign as Issuing Bank and/or (ii) upon 30 thirty (30) days’ notice to the Parent BorrowerCompany, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line Lender, the Parent Borrower Company shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender which accepts such appointment hereunder; provided, however, that no failure by the Parent Borrower Company to appoint any such successor shall affect the resignation of the applicable Fronting Bank as such Issuing Bank or Swing Line Lender, as the case may be. If a Fronting The retiring Issuing Bank resigns as 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 as Issuing Bank and all L/C Obligations with respect thereto (including the right to require the Lenders to make Index Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.4(c)). If a Fronting Bank resigns as The retiring Swing Line Lender, it Lender shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Advances Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Index Base Rate Loans or fund risk participations in outstanding Swing Line Advances Loans pursuant to Section 2.03(c2.3(b). Upon the appointment of and acceptance of such appointment of by a successor Issuing Bank and/or Swing Line Lender, (ax) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swing Line Lender, as the case may be, 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 applicable Fronting retiring Issuing Bank to effectively assume the obligations of such Fronting retiring Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender that is, or has an Affiliate or branch that is, an Issuing Bank or the Swing Line Lender (a “Fronting Bank”) assigns all of its Revolving Credit Commitment and Revolving Credit Advances pursuant to Section 10.07(b), such Fronting Bank may, (i) upon 30 days’ notice to the Parent Lead Borrower and the Lenders, resign as Issuing Bank and/or (ii) upon 30 days’ notice to the Parent Lead Borrower, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line LenderXxxxxx, the Parent Lead Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender hereunder; provided, however, that no failure by the Parent Lead Borrower to appoint any such successor shall affect the resignation of the applicable Fronting Bank as Issuing Bank or Swing Line Lender, as the case may be. If a Fronting Bank resigns as 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 as Issuing Bank and all L/C Obligations with respect thereto (including the right to require the Lenders to make Index Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If a Fronting Bank resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Advances made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Index Base Rate Loans or fund risk participations in outstanding Swing Line Advances pursuant to Section 2.03(c). Upon the appointment and acceptance of such appointment of a successor Issuing Bank and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swing Line Lender, as the case may be, 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 applicable Fronting Bank to effectively assume the obligations of such Fronting Bank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender that is, or has an Affiliate or branch that is, an Issuing Bank or the a Swing Line Lender (a “Fronting Bank”) assigns all of its Revolving Credit Commitment and Revolving Credit Advances pursuant to Section 10.07(b), such Fronting Bank may, (i) upon 30 days’ notice to the Parent Borrower Company and the Lenders, resign as Issuing Bank and/or (ii) upon 30 days’ notice to the Parent BorrowerCompany, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line Lender, the Parent Borrower Company shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender hereunder; provided, however, that no failure by the Parent Borrower Company to appoint any such successor shall affect the resignation of the applicable Fronting Bank as Issuing Bank or Swing Line Lender, as the case may be. If a Fronting Bank resigns as 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 as Issuing Bank and all L/C Obligations with respect thereto (including the right to require the Lenders to make Index Base Rate Loans Advances or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If a Fronting Bank resigns as Swing Line Lender, it shall retain all the rights of the a Swing Line Lender provided for hereunder with respect to Swing Line Advances made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Index Base 100 Rate Loans Advances or fund risk participations in outstanding Swing Line Advances pursuant to Section 2.03(c). Upon the appointment and acceptance of such appointment of a successor Issuing Bank and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swing Line Lender, as the case may be, 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 applicable Fronting Bank to effectively assume the obligations of such Fronting Bank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender that is, RBS or has an Affiliate or branch that is, an any other Issuing Bank or the Swing Line Lender (a “Fronting Bank”) assigns all of its Revolving Credit Commitment and Revolving Credit Advances Loans pursuant to Section 10.07(b)13.2, such Fronting Bank Person may, (i) upon 30 days’ notice to the Parent Borrower and the Lenders, resign as Issuing Bank and/or (ii) upon 30 days’ notice to the Parent Borrower, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line Lender, the Parent Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender hereunder; provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of the applicable Fronting RBS or such other Issuing Bank as Issuing Bank or Swing Line Lender, as the case may be. If a Fronting RBS or another Issuing Bank resigns as 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 as Issuing Bank and all L/C Letter of Credit Obligations with respect thereto (including the right to require the Lenders to make Index Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts unreimbursed amounts pursuant to Section 2.04(c4.6(b)). If a Fronting Bank RBS resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Advances Advance made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Index Alternate Base Rate Loans or fund risk participations in outstanding Swing Line Advances Advance pursuant to Section 2.03(c2.19(d). Upon the appointment and acceptance of such appointment of a successor Issuing Bank and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swing Line Lender, as the case may be, 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 applicable Fronting or such other resigning Issuing Bank to effectively assume the obligations of RBS or such Fronting Bank Person with respect to such Letters of Credit.

Resignation as Issuing Bank or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender that is, RBS or has an Affiliate or branch that is, an any other Issuing Bank or the Swing Line Lender (a “Fronting Bank”) assigns all of its Revolving Credit Commitment Commitments and Revolving Credit Advances Loans pursuant to Section 10.07(b)13.2, such Fronting Bank Person may, (i) upon 30 days’ notice to the Parent Borrower and the Lenders, resign as Issuing Bank and/or (ii) upon 30 days’ notice to the Parent Borrower, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line Lender, the Parent Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender hereunder; provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of the applicable Fronting RBS or such other Issuing Bank as Issuing Bank or Swing Line Lender, as the case may be. If a Fronting RBS or another Issuing Bank resigns as 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 as Issuing Bank and all L/C Letter of Credit Obligations with respect thereto (including the right to require the Lenders to make Index Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts unreimbursed amounts pursuant to Section 2.04(c4.6(b)). If a Fronting Bank RBS resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Advances Advance made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Index Alternate Base Rate Loans or fund risk participations in outstanding Swing Line Advances Advance pursuant to Section 2.03(c2.19(d). Upon the appointment and acceptance of such appointment of a successor Issuing Bank and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swing Line Lender, as the case may be, 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 applicable Fronting or such other resigning Issuing Bank to effectively assume the obligations of RBS or such Fronting Bank Person with respect to such Letters of Credit.

Resignation as Issuing Bank or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender that is, Wxxxx Fargo (or has an Affiliate or branch that is, an any other Issuing Bank or the Swing Line Lender (a “Fronting Bank”) assigns all of its Revolving Credit Commitment and Committed Revolving Credit Advances Loans pursuant to Section 10.07(b), such Fronting Bank maysubsection (b) above, (i) upon 30 thirty (30) days’ notice to the Parent Lead Borrower and the Revolving Lenders, Wxxxx Fargo (or such other Issuing Bank, as applicable) may resign as Issuing Bank and/or (ii) upon 30 thirty (30) days’ notice to the Parent Lead Borrower, Wxxxx Fargo may resign as Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line Lender, the Parent Lead Borrower shall be entitled to appoint from among the Revolving Lenders a successor Issuing Bank or Swing Line Lender hereunderhereunder in accordance with the terms hereof; provided, however, that no failure by the Parent Lead Borrower to appoint any such successor shall affect the resignation of the applicable Fronting Bank Wxxxx Fargo (or such other Issuing Bank, as applicable) as Issuing Bank or Wxxxx Fargo as Swing Line Lender, as the case may be. If a Fronting Bank Wxxxx Fargo (or such other Issuing Bank, as applicable) resigns as 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 issued by it outstanding as of the effective date of its resignation as Issuing Bank and all L/C Letter of Credit Obligations with respect thereto (including the right to require the Revolving Lenders to make Index Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If a Fronting Bank Wxxxx Fargo resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Advances Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Revolving Lenders to make Index Base Rate Loans or fund risk participations in outstanding Swing Line Advances Loans pursuant to Section 2.03(c2.04(c). Upon the appointment and acceptance of such appointment of a successor Issuing Bank and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swing Line Lender, as the case may be, 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 applicable Fronting Bank Wxxxx Fargo (or such other Issuing Bank, as applicable) to effectively assume the obligations of Wxxxx Fargo (or such Fronting Bank other Issuing Bank, as applicable) with respect to such Letters of Credit.

Resignation as Issuing Bank or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender that is, or has an Affiliate or branch that is, an Issuing Bank or the a Swing Line Lender (a “Fronting Bank”) assigns all of its Revolving Credit Commitment and Revolving Credit Advances pursuant to Section 10.07(b), such Fronting Bank may, (i) upon 30 days’ notice to the Parent Borrower Company and the Lenders, resign as Issuing Bank and/or (ii) upon 30 days’ notice to the Parent BorrowerCompany, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line Lender, the Parent Borrower Company shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender hereunder; provided, however, that no failure by the Parent Borrower Company to appoint any such successor shall affect the resignation of the applicable Fronting Bank as Issuing Bank or Swing Line Lender, as the case may be. If a Fronting Bank resigns as 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 as Issuing Bank and all L/C Obligations with respect thereto (including the right to require the Lenders to make Index Base Rate Loans Advances or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If a Fronting Bank resigns as Swing Line Lender, it shall retain all the rights of the a Swing Line Lender provided for hereunder with respect to Swing Line Advances made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Index Base Rate Loans Advances or fund risk participations in outstanding Swing Line Advances pursuant to Section 2.03(c). Upon the appointment and acceptance of such appointment of a successor Issuing Bank and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swing Line Lender, as the case may be, 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 applicable Fronting Bank to effectively assume the obligations of such Fronting Bank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender that is, or has an Affiliate or branch that is, an any Issuing Bank or the Swing Line Lender (a “Fronting Bank”) assigns all of its Revolving Credit Commitment and Revolving Credit Advances Loans pursuant to Section 10.07(b10.6(c), such Fronting Bank Lender may, (i) upon 30 days’ notice to the Parent Borrower Borrowers and the Lenders, resign as Issuing Bank and/or (ii) upon 30 days’ notice to the Parent BorrowerBorrowers, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line Lender, the Parent Borrower Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender hereunder; provided, however, that no failure by the Parent Borrower Borrowers to appoint any such successor shall affect the resignation of the applicable Fronting Bank as Issuing Bank or Swing Line Lender, as the case may besuch resignation. If a Fronting Bank any Lender 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 as Issuing Bank and all L/C Letter of Credit Obligations with respect thereto (including the right to require the Lenders to make Index Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.3(h)). If a Fronting Bank Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Advances Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Index Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Loans or fund risk participations in outstanding Swing Line Advances Loans pursuant to Section 2.03(c2.2(f). Upon the appointment and acceptance of such appointment of a successor Issuing Bank and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swing Line Lender, as the case may be, 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 applicable Fronting Bank Lender to effectively assume the obligations of such Fronting Bank Lender with respect to such Letters of Credit.

Resignation as Issuing Bank or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender that is, or has an Affiliate or branch that is, an Issuing Bank or the Swing Line Lender (a “Fronting Bank”) of America assigns all of its Revolving Credit Commitment and Revolving Credit Advances Loans pursuant to Section 10.07(b)paragraph (b) above, such Fronting Bank of America may, (i) upon 30 days’ ' notice to the Parent Borrower Company and the Lenders, resign as Issuing Bank and/or (ii) upon 30 days’ ' notice to the Parent BorrowerCompany, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line Lender, the Parent Borrower Company shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender hereunder; provided, however, that no failure by the Parent Borrower Company to appoint any such successor shall affect the resignation of the applicable Fronting Bank of America as Issuing Bank or Swing Line Lender, as the case may be. If a Fronting Bank of America resigns as Issuing Bank, it shall retain all the rights, powers, privileges rights and duties obligations of an the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Bank and all L/C Obligations with respect thereto (including the right to require the Lenders to make Index Base Rate Loans or fund risk participations in Unreimbursed Amounts under Letters of Credit pursuant to Section 2.04(c)3.01(c) hereof). If a Fronting Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Advances Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Index Base Rate Loans or fund risk participations in outstanding Swing Line Advances Loans pursuant to Section 2.03(c3.03(c). Upon the appointment and acceptance of such appointment of a successor Issuing Bank and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swing Line Lender, as the case may be, 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 applicable Fronting Bank of America to effectively assume the obligations of such Fronting Bank of America with respect to such Letters of Credit.