Common use of Resignation as Issuing Lender or Swingline Lender after Assignment Clause in Contracts

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, SunTrust may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon 30 days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consent; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust as Issuing Lender or Swingline Lender, as the case may be. If SunTrust resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC 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 Section 2.2(c)). If SunTrust resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender 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 SunTrust to effectively assume the obligations of SunTrust with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, SunTrust Bank of America may, (i) upon 30 thirty days’ notice to the Parent Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon 30 thirty days’ notice to the Parent Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Parent Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of SunTrust Bank of America as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC 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 unreimbursed amounts pursuant to Section 2.2(c2.5(d)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Alternate Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b2.4(c). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b2) the successor Issuing Lender 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 SunTrust Bank of America to effectively assume the obligations of SunTrust Bank of America with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, SunTrust Bank of America may, (i) upon 30 thirty days’ notice to the Parent Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon 30 thirty days’ notice to the Parent Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Parent Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of SunTrust Bank of America as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC 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 unreimbursed amounts pursuant to Section 2.2(c2.5(d)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate ABR Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b2.4(c). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b2) the successor Issuing Lender 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 SunTrust Bank of America to effectively assume the obligations of SunTrust Bank of America with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Xxxxx Fargo Bank assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, SunTrust Xxxxx Fargo Bank may, (i) upon 30 thirty (30) days’ notice to the Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon 30 thirty (30) days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders (with any such Lender’s consent) a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust Xxxxx Fargo Bank as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Xxxxx Fargo Bank resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC 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 Section 2.2(c2.6(a)). If SunTrust Xxxxx Fargo Bank resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b)2.7. Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b2) the successor Issuing Lender 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 SunTrust Xxxxx Fargo Bank to effectively assume the obligations of SunTrust Xxxxx Fargo Bank with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America or any other Revolving Credit Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, SunTrust Bank of America or such other Revolving Credit Lender may, (i) upon 30 thirty (30) days’ notice to the Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon 30 thirty (30) days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust Bank of America or such other Revolving Credit Lender as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America or such other Revolving Credit Lender resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the an Issuing Lender hereunder with respect to all applicable Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC applicable 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 Section 2.2(c2.3(c)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b2.4(c). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (aA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (bB) the successor Issuing Lender shall issue letters of credit in substitution for the applicable Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to SunTrust Bank of America or such other Revolving Credit Lender to effectively assume the obligations of SunTrust Bank of America or such other Revolving Credit Lender with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America assigns all of its Revolving Commitment Commitments and Revolving Loans pursuant to subsection clause (b) above, SunTrust Bank of America may, (i) upon 30 thirty (30) days’ notice to the Borrower Borrowers and the Lenders, resign as Issuing Lender and/or (ii) upon 30 thirty (30) days’ notice to the BorrowerBorrowers, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consent, as applicable, hereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of SunTrust Bank of America as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC 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 Section 2.2(c2.4(d)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b2.5(b)(iii). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (aA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (bB) the successor Issuing Lender 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 SunTrust Bank of America to effectively assume the obligations of SunTrust Bank of America with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. (i) Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, SunTrust Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an Issuing Lender and/or (ii) upon 30 days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as an Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust Bank of America as an Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of the an Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Lender and all LOC L/C Obligations with respect thereto (including the right to require the Lenders L/C Participants to make Base Rate Loans or payments and fund risk participations in Unreimbursed Amounts any unreimbursed portions of any payment made by the Issuing Lender pursuant to Section 2.2(c3.4(b)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Revolving Credit Lenders to make Base Rate Revolving Credit Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b2.2(b). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession successor or make other arrangements satisfactory to SunTrust Bank of America to effectively assume the obligations of SunTrust Bank of America with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America assigns all of its Revolving Commitment Commitments and Revolving Loans pursuant to subsection (b) above, SunTrust Bank of America may, (i) upon 30 thirty (30) days’ notice to the Borrower Borrowers and the Lenders, resign as Issuing Lender and/or (ii) upon 30 thirty (30) days’ notice to the BorrowerBorrowers, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of SunTrust Bank of America as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC 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 Section 2.2(c2.4(d)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b2.5(b)(iii). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender 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 SunTrust Bank of America to effectively assume the obligations of SunTrust Bank of America with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust any Issuing Lender or the Swingline Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 11.8.1, SunTrust such Issuing Lender or the Swingline Lender may, (i) at the time of such assignment, upon 30 days’ written notice to the Administrative Agent, the Borrower and the Lenders, resign as an Issuing Lender and/or (ii) at the time of such assignment, upon 30 days’ written notice to the Borrower, resign as the Swingline Lender. In the event of any such resignation as an Issuing Lender or the Swingline Lender, the Borrower shall be entitled to appoint (with notice to and subject to consent (not to be unreasonably withheld or delayed) from the Administrative Agent) from the assignee Lender or among the rest of the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, provided that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust as the applicable Issuing Lender or Swingline Lender as an Issuing Lender or the Swingline Lender, as the case may be. If SunTrust the applicable Issuing Lender resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of the an Issuing Lender hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an Issuing Lender and all LOC Letter of Credit Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts Participation Advances pursuant to Section 2.2(c))2.10.3 [Participations, Disbursements, Reimbursement], and such Letters of Credit shall continue to constitute Letters of Credit hereunder until such Letters of Credit expire or terminate in accordance with their respective terms. If SunTrust the Swingline Lender resigns as Swingline Lender, it the Borrower shall retain all repay any outstanding Swing Loans on or prior to the rights effective date of such resignation and, to the Swingline Lender provided for hereunder with respect to Swingline extent any Swing Loans made by it and remain outstanding as of the effective date of its resignation as Swingline Lender, the resiedn Swingline Lender shall retain all the rights, powers, privileges and duties of a Swingline Lender with respect to such resignationSwing Loans, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b)2.11 [Borrowings to Repay Swing Loans]. Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (ax) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (by) the successor Issuing Lender 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 SunTrust the applicable retiring Issuing Lender to effectively assume the obligations of SunTrust the applicable retiring Issuing Lender with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America or Calyon New York Branch assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, SunTrust may, (i) Bank of America or Calyon New York Branch, as applicable, may, upon 30 thirty days’ notice to the Borrower and the Lenders, resign as an Issuing Lender and/or (ii) Bank of America may, upon 30 thirty days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as an Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust Bank of America or Calyon New York Branch as an Issuing Lender or Bank of America as a Swingline Lender, as the case may be. If SunTrust Bank of America or Calyon New York Branch resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of the an Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Lender and all LOC 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 Section 2.2(c2.2(d)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b2) the successor Issuing Lender 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 SunTrust Bank of America or Calyon New York Branch, as applicable to effectively assume the obligations of SunTrust Bank of America or Calyon New York Branch, as applicable, with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. (i) Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, SunTrust Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an Issuing Lender Xxxxxx and/or (ii) upon 30 days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as an Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender Xxxxxxx Xxxxxx or Swingline Lender hereunder with such Lender’s consentXxxxxx xxxxxxxxx; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust Bank of America as an Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of the an Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Lender and all LOC L/C Obligations with respect thereto (including the right to require the Lenders L/C Participants to make Base Rate Loans or payments and fund risk participations in Unreimbursed Amounts any unreimbursed portions of any payment made by the Issuing Lender pursuant to Section 2.2(c3.4(b)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Revolving Credit Lenders to make Base Rate Revolving Credit Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b2.2(b). Upon the appointment of a successor Issuing Lender Xxxxxxx Xxxxxx and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession successor or make other arrangements satisfactory to SunTrust Bank of America to effectively assume the obligations of SunTrust Bank of America with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America assigns all of its Revolving Commitment and Revolving Loans RevolvingLoans pursuant to subsection (b) above, SunTrust Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon 30 days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consent; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust Bank of America as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC 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 Section 2.2(c)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender 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 SunTrust Bank of America to effectively assume the obligations of SunTrust Bank of America with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, SunTrust Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon 30 days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust Bank of America as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC 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 Section 2.2(c2.6(c)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b2.7(c). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender 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 SunTrust Bank of America to effectively assume the obligations of SunTrust Bank of America with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Truist assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, SunTrust Truist may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as Issuing Lender Xxxxxx and/or (ii) upon 30 days’ notice to the Borrower, resign as Swingline LenderXxxxxx. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender Xxxxxxx Xxxxxx or Swingline Lender hereunder with such LenderXxxxxx’s consent; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust Truist as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Xxxxxx resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender Xxxxxxx Xxxxxx and all LOC 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 Section 2.2(c)). If SunTrust Xxxxxx resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b). Upon the appointment of a successor Issuing Lender Xxxxxxx Xxxxxx and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender 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 SunTrust Truist to effectively assume the obligations of SunTrust Truist with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, SunTrust Bank of America may, (i) upon 30 thirty days’ notice to the Borrower Borrowers and the Lenders, resign as Issuing Lender and/or (ii) upon 30 thirty days’ notice to the BorrowerBorrowers, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of SunTrust Bank of America as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC 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 Section 2.2(c2.4(d)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b2.5(b). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender 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 SunTrust Bank of America to effectively assume the obligations of SunTrust Bank of America with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America assigns all of its Revolving Commitment Commitments and Revolving Loans pursuant to subsection (b) aboveSection 11.3(b), SunTrust Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon 30 days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; providedPROVIDED, howeverHOWEVER, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust Bank of America as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC 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 Section 2.2(c)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b)2.3. Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender 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 SunTrust Bank of America to effectively assume the obligations of SunTrust Bank of America with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Truist assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, SunTrust Truist may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon 30 days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the 115 Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consent; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust Truist as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Truist resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC 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 Section 2.2(c)). If SunTrust Truist resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender 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 SunTrust Truist to effectively assume the obligations of SunTrust Truist with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America assigns all of its Revolving Commitment Commitments and Revolving Loans pursuant to subsection (b) aboveSection 11.3(b), SunTrust Bank of America may, (i) upon 30 days’ ' notice to the Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon 30 days’ ' notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust Bank of America as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC 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 Section 2.2(c)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b)2.3. Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender 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 SunTrust Bank of America to effectively assume the obligations of SunTrust Bank of America with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, SunTrust Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon 30 days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust Bank of America as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as Issuing Lender, it shall retain all the rights, powers, privileges rights and duties obligations of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC Obligations with respect thereto (thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts outstanding Swingline Loans pursuant to Section 2.2(c))2.2. If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender 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 SunTrust to effectively assume the obligations of SunTrust with respect to such Letters of Credit2.3.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America assigns all of its Revolving Commitment Commitments and Revolving Loans pursuant to subsection (b) above, SunTrust Bank of America may, (i) upon 30 thirty (30) days’ notice to the Borrower Borrowers and the Lenders, resign as Issuing Lender and/or (ii) upon 30 thirty (30) days’ notice to the BorrowerBorrowers, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of SunTrust Bank of America as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC 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 Section 2.2(c2.4(d)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b2.5(c). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender 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 SunTrust Bank of America to effectively assume the obligations of SunTrust Bank of America with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America assigns all of its Revolving Commitment Commitments and Revolving Loans pursuant to subsection (b) aboveSection 11.3(b), SunTrust Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon 30 days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust Bank of America as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit and Bankers’ Acceptances outstanding and all Bankers’ Acceptances issuable under any Acceptance Credits outstanding as of the effective date of its resignation as Issuing Lender and all LOC Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations Participation Interests in Unreimbursed Amounts pursuant to Section 2.2(c)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations Participation Interests in outstanding Swingline Loans pursuant to Section 2.3(b)2.3. Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender shall issue letters of credit and bankers’ acceptances in substitution for the Letters of CreditCredit and Bankers’ Acceptances, if any, outstanding at the time of such succession or make other arrangements satisfactory to SunTrust Bank of America to effectively assume the obligations of SunTrust Bank of America with respect to such Letters of CreditCredit and Bankers’ Acceptances.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Xxxxx Fargo assigns all of its Revolving Commitment Commitments and Revolving Loans pursuant to subsection (b) aboveSection 11.3(b), SunTrust Xxxxx Fargo may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon 30 days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust Xxxxx Fargo as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Xxxxx Fargo resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit and Bankers’ Acceptances outstanding and all Bankers’ Acceptances issuable under any Acceptance Credits outstanding as of the effective date of its resignation as Issuing Lender and all LOC Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations Participation Interests in Unreimbursed Amounts pursuant to Section 2.2(c)). If SunTrust Xxxxx Fargo resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations Participation Interests in outstanding Swingline Loans pursuant to Section 2.3(b)2.3. Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender shall issue letters of credit and bankers’ acceptances in substitution for the Letters of CreditCredit and Bankers’ Acceptances, if any, outstanding at the time of such succession or make other arrangements satisfactory to SunTrust Xxxxx Fargo to effectively assume the obligations of SunTrust Xxxxx Fargo with respect to such Letters of CreditCredit and Bankers’ Acceptances.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust any Issuing Lender or the Swingline Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 11.8.1, SunTrust such Issuing Lender or the Swingline Lender may, (i) at the time of such assignment, upon 30 days’ written notice to the Administrative Agent, the Borrower and the Lenders, resign as an Issuing Lender Xxxxxx and/or (ii) at the time of such assignment, upon 30 days’ written notice to the Borrower, resign as the Swingline Lender. In the event of any such resignation as an Issuing Lender or the Swingline Lender, the Borrower shall be entitled to appoint (with notice to and subject to consent (not to be unreasonably withheld or delayed) from the Administrative Agent) from the assignee Lender or among the rest of the Lenders a successor Issuing Lender Xxxxxxx Xxxxxx or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, provided that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust as the applicable Issuing Lender or Swingline Lender as an Issuing Lender or the Swingline Lender, as the case may be. If SunTrust the applicable Issuing Xxxxxx resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of the an Issuing Lender hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an Issuing Lender and all LOC Letter of Credit Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts Participation Advances pursuant to Section 2.2(c))2.10.3 [Participations, Disbursements, Reimbursement], and such Letters of Credit shall continue to constitute Letters of Credit hereunder until such Letters of Credit expire or terminate in accordance with their respective terms. If SunTrust the Swingline Lender resigns as Swingline Lender, it the Borrower shall retain all repay any outstanding Swing Loans on or prior to the rights effective date of such resignation and, to the Swingline Lender provided for hereunder with respect to Swingline extent any Swing Loans made by it and remain outstanding as of the effective date of its resignation as Swingline Lender, the resigned Swingline Lender shall retain all the rights, powers, privileges and duties of a Swingline Lender with respect to such resignationSwing Loans, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b)2.11 [Borrowings to Repay Swing Loans]. Upon the appointment of a successor Issuing Lender Xxxxxxx Xxxxxx and/or Swingline Lender, (ax) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (by) the successor Issuing Lender 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 SunTrust the applicable retiring Issuing Lender to effectively assume the obligations of SunTrust the applicable retiring Issuing Lender with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, SunTrust Bank of America may, (i) upon 30 thirty days’ notice to the Parent Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon 30 thirty days’ notice to the Parent Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Parent Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of SunTrust Bank of America as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC 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 unreimbursed amounts pursuant to Section 2.2(c2.5(d)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the 150 Lenders to make Base Rate ABR Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b2.4(c). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b2) the successor Issuing Lender 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 SunTrust Bank of America to effectively assume the obligations of SunTrust Bank of America with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America or Credit Agricole Corporate and Investment Bank assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, SunTrust may, (i) Bank of America or Credit Agricole Corporate and Investment, as applicable, may, upon 30 thirty days’ notice to the Borrower and the Lenders, resign as an Issuing Lender and/or (ii) Bank of America may, upon 30 thirty days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as an Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust Bank of America or Credit Agricole Corporate and Investment as an Issuing Lender or Bank of America as a Swingline Lender, as the case may be. If SunTrust Bank of America or Credit Agricole Corporate and Investment resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of the an Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Lender and all LOC 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 Section 2.2(c2.2(d)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b2) the successor Issuing Lender 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 SunTrust Bank of America or Credit Agricole Corporate and Investment, as applicable to effectively assume the obligations of SunTrust Bank of America or Credit Agricole Corporate and Investment, as applicable, with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, SunTrust Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an Issuing Lender and/or (ii) upon 30 days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as an Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust Bank of America as an Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of the an Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing 107 Lender and all LOC L/C Obligations with respect thereto (including the right to require the Lenders L/C Participants to make Base Rate Loans or payments and fund risk participations in Unreimbursed Amounts any unreimbursed portions of any payment made by the Issuing Lender pursuant to Section 2.2(c3.4(b)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Revolving Credit Lenders to make Base Rate Revolving Credit Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b2.2(b). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession successor or make other arrangements satisfactory to SunTrust Bank of America to effectively assume the obligations of SunTrust Bank of America with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America or any other Revolving Credit Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, SunTrust Bank of America or such other Revolving Credit Lender may, (i) upon 30 thirty (30) days’ notice to the Borrower and the Lenders, resign as Issuing Lender Xxxxxx and/or (ii) upon 30 thirty (30) days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender Xxxxxxx Xxxxxx or Swingline Lender hereunder with such Lender’s consentXxxxxx xxxxxxxxx; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust Bank of America or such other Revolving Credit Lender as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America or such other Revolving Credit Xxxxxx resigns as Issuing LenderXxxxxxx Xxxxxx, it shall retain all the rights, powers, privileges and duties of the an Issuing Lender hereunder with respect to all applicable Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC applicable 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 Section 2.2(c2.3(c)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b2.4(c). Upon the appointment of a successor Issuing Lender Xxxxxxx Xxxxxx and/or Swingline Lender, (aA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (bB) the successor Issuing Lender shall issue letters of credit in substitution for the applicable Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to SunTrust Bank of America or such other Revolving Credit Lender to effectively assume the obligations of SunTrust Bank of America or such other Revolving Credit Lender with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, SunTrust Bank of America may, (i) upon 30 days’ ' notice to the Borrower Parent and the Lenders, resign as Issuing Lender and/or (ii) upon 30 days’ ' notice to the BorrowerParent, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower Parent shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Borrower Parent to appoint any such successor shall affect the resignation of SunTrust Bank of America as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as Issuing Lender, it shall retain all the rights, powers, privileges rights and duties obligations of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC 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 Section 2.2(c)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b2.3(c). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender 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 SunTrust to effectively assume the obligations of SunTrust with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America assigns all of its Revolving Commitment Commitments and Revolving Loans pursuant to subsection (b) aboveSection 11.3(b), SunTrust Bank of America may, (i) upon 30 days’ ' notice to the Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon 30 days’ ' notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; providedPROVIDED, howeverHOWEVER, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust Bank of America as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC 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 Section 2.2(c)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender 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 SunTrust to effectively assume the obligations of SunTrust with respect to such Letters of Credit.in

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America, any Issuing Lender, or Swingline Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection clause (b) above, SunTrust Bank of America, the applicable Issuing Lender or the applicable Swingline Lender may, (i) upon 30 thirty (30) days’ notice to the Borrower Administrative Agent, the Company and the Lenders, resign as an Issuing Lender and/or (ii) upon 30 thirty (30) days’ notice to the BorrowerCompany, resign as Swingline Lender. In the event of any such SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 144 resignation as an Issuing Lender or Swingline Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of SunTrust Bank of America, the applicable Issuing Lender or the applicable Swingline Lender as an Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of the an Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Lender and all LOC 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 Section 2.2(c2.03(c)). If SunTrust Bank of America or the applicable Swingline Lender resigns as Swingline Lender, it shall retain all the rights of the a Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b2.04(c). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (aA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (bB) the successor Issuing Lender 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 SunTrust Bank of America or the applicable retiring Issuing Lender to effectively assume the obligations of SunTrust Bank of America or the applicable retiring Issuing Lender with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if if, at any time SunTrust time, Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection clause (b) above, SunTrust Bank of America may, (i) upon 30 thirty (30) calendar days’ notice to the Parent Borrower and the Lenders, resign as Issuing Lender Xxxxxx, and/or (ii) upon 30 thirty (30) calendar days’ notice to the Parent Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Parent Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender Xxxxxxx Xxxxxx or Swingline Lender hereunder with such Lender’s consenthereunder; provided, howeverthat, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of SunTrust Bank of America as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties 188 of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender Xxxxxxx Xxxxxx and all LOC 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 unreimbursed amounts pursuant to Section 2.2(c2.5(d)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate ABR Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b2.4(c). Upon the appointment of a successor Issuing Lender Xxxxxxx Xxxxxx and/or Swingline Lender, : (aA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, ; and (bB) the successor Issuing Lender 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 SunTrust Bank of America to effectively assume the obligations of SunTrust Bank of America with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust any Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, SunTrust such Lender may, (i) upon 30 days’ notice to the Borrower and the other Lenders, resign as an Issuing Lender and/or (ii) upon 30 days’ notice to and/or, in the Borrowercase of Xxxxx Fargo, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consent; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust as Issuing Lender or Swingline Lender, as the case may be). If SunTrust a Lender resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of the an Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Lender and all LOC L/C Obligations with respect thereto (thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts L/C Obligations pursuant to Section 2.2(c))3.04. If SunTrust Xxxxx Fargo resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b)2.02. Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Swing Line Lender, as the case may be, and (b) the successor Issuing Lender 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 SunTrust the resigning Issuing Lender to effectively assume the obligations of SunTrust the resigning Issuing Lender with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, SunTrust Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon 30 days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust Bank of America as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC 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 Section 2.2(c)3.10). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b)3.4. Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender 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 SunTrust Bank of America to effectively assume the obligations of SunTrust Bank of America with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust any Issuing Lender or the Swingline Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 11.8.1, SunTrust such Issuing Lender or the Swingline Lender may, (i) at the time of such assignment, upon 30 days’ written notice to the Administrative Agent, the Borrower and the Lenders, resign as an Issuing Lender Xxxxxx and/or (ii) at the time of such assignment, upon 30 days’ written notice to the Borrower, resign as the Swingline Lender. In the event of any such resignation as an Issuing Lender or the Swingline Lender, the Borrower shall be entitled to appoint (with notice to and subject to consent (not to be unreasonably withheld or delayed) from the Administrative Agent) from the assignee Lender or among the rest of the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, provided that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust as the applicable Issuing Lender or Swingline Lender as an Issuing Lender or the Swingline Lender, as the case may be. If SunTrust the applicable Issuing Xxxxxx resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of the an Issuing Lender hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an Issuing Lender and all LOC Letter of Credit Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts Participation Advances pursuant to Section 2.2(c))2.10.3 [Participations, Disbursements, Reimbursement], and such Letters of Credit shall continue to constitute Letters of Credit hereunder until such Letters of Credit expire or terminate in accordance with their respective terms. If SunTrust the Swingline Lender resigns as Swingline Lender, it the Borrower shall retain all repay any outstanding Swing Loans on or prior to the rights effective date of such resignation and, to the Swingline Lender provided for hereunder with respect to Swingline extent any Swing Loans made by it and remain outstanding as of the effective date of its resignation as Swingline Lender, the resigned Swingline Lender shall retain all the rights, powers, privileges and duties of a Swingline Lender with respect to such resignationSwing Loans, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b)2.11 [Borrowings to Repay Swing Loans]. Upon the appointment of a successor Issuing Lender Xxxxxxx Xxxxxx and/or Swingline Lender, (ax) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (by) the successor Issuing Lender 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 SunTrust the applicable retiring Issuing Lender to effectively assume the obligations of SunTrust the applicable retiring Issuing Lender with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, SunTrust may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon 30 days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consent; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust as Issuing Lender or Swingline Lender, as the case may be. If SunTrust resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC 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 Section 2.2(c)). If SunTrust resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and CHAR1\1351553v8 112 duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender 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 SunTrust to effectively assume the obligations of SunTrust with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time SunTrust Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, SunTrust Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as Issuing Lender and/or (ii) upon 30 days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consent; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust Bank of America as Issuing Lender or Swingline Lender, as the case may be. If SunTrust Bank of America resigns as Issuing Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all LOC 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 Section 2.2(c)). If SunTrust Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b) the successor Issuing Lender 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 SunTrust Bank of America to effectively assume the obligations of SunTrust Bank of America with respect to such Letters of Credit.

Resignation as Issuing Lender or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, (i) if at any time SunTrust an Issuing Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) aboveabove such Issuing Lender, SunTrust may, (i) upon 30 thirty days’ notice to the Borrower and the Lenders, resign as an Issuing Lender and/or (ii) if the Swingline Lender assigns all of its Commitments and Loans pursuant to subsection (b) above, such Swingline Lender may, upon 30 thirty days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as an Issuing Lender or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender or Swingline Lender hereunder with such Lender’s consenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of SunTrust as such Issuing Lender or the Swingline Lender, as the case may be. If SunTrust an Issuing Lender resigns as Issuing Lendersuch, it shall retain all the rights, powers, privileges and duties of the an Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Lender and all LOC 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 Section 2.2(c2.2(d)). If SunTrust Xxxxx Fargo resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.3(b). Upon the appointment of a successor Issuing Lender and/or Swingline Lender, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as the case may be, and (b2) the successor Issuing Lender 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 SunTrust the applicable Issuing Lender to effectively assume the obligations of SunTrust such applicable Issuing Lender, with respect to such Letters of Credit.