Common use of Resignation as L/C Issuer after Assignment Clause in Contracts

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b), such L/C Issuer may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation of an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resigns, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (ii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any an L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer may, so long as at least one other L/C Issuer shall then exist, upon 30 thirty days’ notice to the Borrower Company and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents shall not be effective if there are no L/C Issuers (including any successor L/C Issuer appointed in its sole discretionaccordance with this sentence) under this Agreement. If an L/C Issuer resignsresigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (i1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the such retiring L/C Issuer, Issuer and (ii2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by such retiring L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to the such retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time JPMorgan or any other L/C Issuer assigns all of its Revolving Commitment Credit Commitments and Revolving Credit Loans pursuant to Section 11.06(b10.06(b), such L/C Issuer may, may upon 30 days’ notice to the Borrower Company and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer (so long as such appointee agrees to act as an L/C Issuer hereunder) hereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of such JPMorgan or any other L/C Issuer; provided, further, that no Lender shall be required to serve Issuer as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If an any L/C Issuer resignsresigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer Issuers hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate ABR Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment and acceptance of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) in the case of the appointment and acceptance of a successor L/C Issuer, the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer KeyBank National Association assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer KeyBank National Association may, upon 30 thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder, in each case, who agrees to act in such capacity; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such KeyBank National Association as L/C Issuer; provided, further, that no Lender shall be required to serve . If KeyBank National Association resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of of, and acceptance by, a successor L/C Issuer, (iA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iiB) the successor L/C Issuer 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 KeyBank National Association to effectively assume the obligations of KeyBank National Association with respect to such Letters of Credit whereupon such substitute letters of credit or other arrangements shall be deemed to be, and the Letters of Credit issued by the retiring L/C Issuer shall cease to effectively assume the obligations of such retiring L/C Issuer with respect to such be, Letters of CreditCredit hereunder.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b10.06(b), such L/C Issuer may, subject to the remainder of this paragraph, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an . If any L/C Issuer unless such Lender consents in its sole discretion. If an resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an such L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)2.03(c)(i). Upon the appointment of a successor L/C Issuer, (i) Issuer such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (ii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer a Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Lender may, (i) upon 30 ten (10) days’ notice to the Borrower Borrowers and the Lenders, resign as L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunderhereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lender; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of such Lender as L/C Issuer; provided, further, that no . If such Lender shall be required to serve resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit issued by it such Lender outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (iA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (B) the retiring L/C Issuer shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents and (iiC) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of CreditCredit issued by the retiring L/C Issuer, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of such the retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)clause (b) above, such L/C Issuer may, upon 30 days’ notice to the Administrative Agent, Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such the applicable L/C Issuer; provided, further, that no Lender shall be required to serve Issuer as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If the applicable L/C Issuer resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ix) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, as the case may be, and (iiy) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable retiring L/C Issuer to effectively assume the obligations of such the applicable retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any person acting as an L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b), such L/C Issuer person may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve resigning person as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If such person resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer hereunder and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer such resigning person to effectively assume the obligations of such retiring L/C Issuer resigning person with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Bank of America may, (i) upon 30 days’ notice to the Borrower Company and the Lenders, resign as L/C IssuerIssuer and/or (ii) upon 30 days’ notice to the Company, resign as Swing Line Lender. In the event of any such resignation of an as L/C IssuerIssuer or Swing Line Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of such Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resigns, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line 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 Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C IssuerIssuer and/or Swing Line Lender, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C IssuerIssuer or Swing Line Lender, as the case may be, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer Bank of America to effectively assume the obligations of such retiring L/C Issuer Bank of America with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Bank of America may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Bank of America as L/C Issuer; provided, further, that no Lender shall be required to serve . If Bank of America resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment acceptance of a successor successor’s appointment as L/C IssuerIssuer hereunder, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged from all of its respective duties and obligations hereunder or under the other Loan Documents, and (iic) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer Bank of America to effectively assume the obligations of such retiring L/C Issuer Bank of America with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer assigns all of its Revolving Commitment Credit Commitments and Revolving Credit Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Lender may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Revolving Lenders (with the Administrative Agent’s consent and the applicable Revolving Xxxxxx’s consent) a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.04(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Lender may, upon 30 days’ notice to the Borrower Borrower, the Administrative Agent and the other Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve Xxxxxx as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of CreditCredit issued by the resigning L/C Issuer, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Tranche 1 Commitment and Revolving Tranche 1 Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer may, upon 30 days’ notice to the Borrower Company and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower Company shall be entitled to appoint from among the Tranche I Lenders a successor L/C Issuer hereunder; provided, however, that (x) no failure by the Borrower Company to appoint any such successor shall affect the resignation of any L/C Issuer and (y) no such appointment shall be effective without the consent of the appointed L/C Issuer; provided, further, that no Lender shall be required to serve as the case may be. If any L/C Issuer resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges rights and duties obligations of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Tranche 1 Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of such the retiring L/C Issuer with respect to such Letters of Credit. No resignation by any L/C Issuer shall impact or affect the rights, duties and obligations of any other L/C Issuer hereunder.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Lender may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above and resigns as Administrative Agent hereunder pursuant to Section 11.06(b)9.06, such L/C Issuer Bank of America may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders who agree to accept such appointment a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Bank of America as L/C Issuer; provided, further, that no Lender shall be required to serve . If Bank of America resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.04(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer Bank of America to effectively assume the obligations of such retiring L/C Issuer Bank of America with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Bank of America acting as an L/C Issuer or other Lender that has issued a then-outstanding Letter of Credit assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, Bank of America or such L/C Issuer other Lender, as applicable, may, (i) upon 30 days’ notice to the Parent Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Parent Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of Bank of America or such other assigning Lender as L/C Issuer; provided, further, that no as the case may be. If Bank of America or such other assigning Lender shall be required to serve resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c2.3(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the Bank of America or such other retiring L/C Issuer Issuer, as the case may be, to effectively assume the obligations of Bank of America or such other retiring L/C Issuer Issuer, as the case may be, with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b10.06(b), such L/C Issuer may, (i) subject to the remainder of this paragraph, upon 30 thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an . If any L/C Issuer unless such Lender consents in its sole discretion. If an resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an such L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b10.06(b), such L/C Issuer may, (i) subject to the remainder of this paragraph, upon 30 thirty (30) days’ notice to the Borrower Parent and the Lenders, resign as L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower Parent shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower Parent to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an . If any L/C Issuer unless such Lender consents in its sole discretion. If an resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an such L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender serving as an L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Lender may, upon 30 days’ notice to the Borrower and the other Lenders, resign as an L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Revolving Credit Lenders a successor L/C Issuer hereunderhereunder if such Revolving Credit Lender is willing to act in such capacity; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such the retiring entity as L/C Issuer; provided, further, that no Lender shall be required to serve . If any entity serving as L/C Issuer resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C IssuerIssuer and the acceptance of such appointment by such successor, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iib) the successor L/C Issuer 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 reasonably satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Lender may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunderhereunder that consents to such appointment; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve Xxxxxx as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring the resigning L/C Issuer with respect to such Letters of Credit.. 126

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Bank of America acting as an L/C Issuer or other Lender that has issued a then-outstanding Letter of Credit assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b)subsection (b) above, Bank of America or such L/C Issuer other Lender, as applicable, may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America or such other assigning Lender as L/C Issuer; provided, further, that no as the case may be. If Bank of America or such other assigning Lender shall be required to serve resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the Bank of America or such other retiring L/C Issuer Issuer, as the case may be, to effectively assume the obligations of Bank of America or such other retiring L/C Issuer Issuer, as the case may be, with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer assigns all of its Revolving Commitment Credit Commitments and Revolving Credit Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Lender may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Revolving Lenders (with the Administrative Agent’s consent and the applicable Revolving Xxxxxx’s consent) a successor L/C Issuer hereunder; provided, however, that no 157 failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve Xxxxxx as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.04(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any an L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder, subject to acceptance of such appointment by such Lender; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve Issuer as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If an L/C Issuer resignsresigns as an L/C Issuer, (a) it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c2.04(c)). Upon the appointment of a successor L/C Issuer, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor Borrower shall use commercially reasonable efforts to cause another L/C Issuer shall to issue letters of credit in substitution for the Letters of CreditCredit issued by the resigning L/C Issuer, if any, outstanding at the time of such succession resignation or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)clause (b) above, such L/C Issuer may, upon 30 days’ notice to the Borrower Administrative Agent, the Company and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of such the applicable L/C Issuer; provided, further, that no Lender shall be required to serve Issuer as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If the applicable L/C Issuer resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ix) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iiy) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable retiring L/C Issuer to effectively assume the obligations of such the applicable retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Loans pursuant to Section 11.06(b)10.06(b) above, such L/C Issuer Lender may, upon 30 days’ notice to the Parent Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Parent Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time BBVA or any other L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b10.06(b), such L/C Issuer Person may, upon 30 thirty (30) days’ notice to the Borrower Borrowing Agent and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower Borrowing Agent shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower Borrowing Agent to appoint any such successor shall affect the resignation of such BBVA or the L/C Issuer; provided, further, that no Lender shall be required to serve Issuer as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If BBVA or any other L/C Issuer resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer 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 reasonably satisfactory to the retiring L/C Issuer BBVA to effectively assume the obligations of such retiring L/C Issuer BBVA with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any an L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b), such L/C Issuer may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, that that, no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve Issuer as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If an Any resigning L/C Issuer resigns, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders with Revolving Commitments to make Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment and acceptance of a successor L/C Issuer, (iA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iiB) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring such resigning L/C Issuer to effectively assume the obligations of such retiring resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America or any L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b)subsection (b) above, Bank of America or such L/C Issuer Issuer, as the case may be, may, upon 30 days’ notice to the Borrower Administrative Agent, the Company and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of such Bank of America or the applicable L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If Bank of America or the applicable L/C Issuer resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer 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 Bank of America or the applicable retiring L/C Issuer to effectively assume the obligations of such Bank of America or the applicable retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Bank of America acting as an L/C Issuer or other Lender that has issued a then-outstanding Letter of Credit assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, Bank of America or such L/C Issuer other Lender, as applicable, may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America or such other assigning Lender as L/C Issuer; provided, further, that no as the case may be. If Bank of America or such other assigning Lender shall be required to serve resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the Bank of America or such other retiring L/C Issuer Issuer, as the case may be, to effectively assume the obligations of Bank of America or such other retiring L/C Issuer Issuer, as the case may be, with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything herein to the contrary contained hereincontrary, if at any time any Revolving Lender that is also acting as an L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to paragraph (b) of this Section 11.06(b)9.4, such L/C Issuer Revolving Lender may, upon 30 days’ notice to the Borrower and the LendersLxxxxxx, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Revolving Lenders a successor L/C Issuer hereunder; provided, provided that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve Revolving Lxxxxx as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any such Revolving Lxxxxx resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 unreimbursed L/C Borrowings pursuant to Section 2.03(c2.4(c)). Upon the appointment of a successor L/C Issuer, (iA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iiB) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer such Revolving Lender to effectively assume the obligations of such retiring L/C Issuer Revolving Lender with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Lender may, upon 30 days’ notice to the Borrower Borrower, the Administrative Agent and the other Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve Lxxxxx as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of CreditCredit issued by the resigning L/C Issuer, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b)) above, such L/C Issuer Lender may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it that are outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of CreditCredit issued by the resigning L/C Issuer, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer may, upon 30 thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Revolving Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If a Lender that is an L/C Issuer resignsresigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Letter of Credit Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c§2.9(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer 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 reasonably satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer assigns all of its Revolving Commitment Credit Commitments and Revolving Credit Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Lender may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Revolving Lenders (with the Administrative Agent’s consent and the applicable Revolving Lender’s consent) a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.04(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer may, upon 30 thirty days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such the applicable L/C Issuer; provided, further, that no Lender shall be required to serve Issuer as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If the applicable L/C Issuer resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Daily SOFR Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (i1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (ii2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring applicable Retiring L/C Issuer to effectively assume the obligations of such retiring the applicable Retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer ING Capital LLC assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer ING Capital LLC may, (i) upon 30 thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such ING 117 Capital LLC as L/C Issuer; provided, further, that no Lender shall be required to serve . If ING Capital resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base LIBOR Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (iA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C IssuerIssuer , as the case may be, and (iiB) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to ING Capital LLC effectively assume the obligations of such retiring Loriginal LC/C Issuer with respect to such Letters of Credit.. 

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer may, upon 30 thirty days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such the applicable L/C Issuer; provided, further, that no Lender shall be required to serve Issuer as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If the applicable L/C Issuer resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Daily SOFR Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (i1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (ii2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring applicable Retiring L/C Issuer to effectively assume the obligations of such retiring the applicable Retiring L/C Issuer with respect to such Letters of Credit.. 10.07

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer the Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (a) above, such L/C Issuer may, upon 30 days’ notice to the Borrower and the Lenders, Xxxxx Fargo may resign as L/C IssuerIssuer upon thirty (30) days prior written notice to the Lead Borrower. In the event of any such resignation of an as L/C Issuer, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunderIssuer; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve Xxxxx Fargo as an L/C Issuer unless none of the other Lenders has the capabilities to issue letters of credit sufficient to meet the reasonable business needs of the Borrowers and is willing to accept such Lender consents in its sole discretionappointment. If an Xxxxx Fargo resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders Lender to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer Xxxxx Fargo to effectively assume the obligations of such retiring L/C Issuer Xxxxx Fargo with respect to such Letters of Credit.. 9.07

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving 214 Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b‎Section 10.06(b), such L/C Issuer may, (i) subject to the remainder of this paragraph, upon 30 thirty (30) days’ notice to the Borrower Parent and the Lenders, resign as L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower Parent shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder, subject to such Lender’s acceptance of such appointment; provided, however, that no failure by the Borrower Parent to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an . If any L/C Issuer unless such Lender consents in its sole discretion. If an resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an such L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 ‎Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(bsubsection (b), such L/C Issuer Issuer, may, upon 30 thirty (30) days’ notice to the Borrower and the Revolving Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Revolving Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve . If any L/C Issuer resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b10.06(b), such L/C Issuer may, (i) subject to the remainder of this paragraph, upon 30 thirty (30) days’ notice to the Borrower Parent and the Lenders, resign as L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower Parent shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder, subject to such Lender’s acceptance of such appointment; provided, however, that no failure by the Borrower Parent to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an . If any L/C Issuer unless such Lender consents in its sole discretion. If an resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an such L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Lender may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunderhereunder that consents to such appointment; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring the resigning L/C Issuer with respect to such Letters of Credit.. 125

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(bsubsection (b), such L/C Issuer Issuer, may, upon 30 thirty (30) days’ notice to the Borrower and the Revolving Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Revolving Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve . If any L/C Issuer resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring resigning L/C Issuer with respect to such Letters of Credit.. 101

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer Independent Bank assigns all of its Revolving Commitment Committed Sum and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Independent Bank may, (i) upon 30 thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer, effective, however, only on the appointment of a successor L/C Issuer as provided herein. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Independent Bank as L/C Issuer; provided, further, that no Lender shall be required to serve . If Independent Bank resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations Letter of Credit Liabilities 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 2.03(c)). thereto/ Upon the appointment of a successor L/C Issuer, Issuer (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer Independent Bank to effectively assume the obligations of such retiring L/C Issuer Independent Bank with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer the Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (a) above, such L/C Issuer may, upon 30 days’ notice to the Borrower and the Lenders, Xxxxx Fargo may resign as L/C IssuerIssuer upon thirty (30) days prior written notice to the Lead Borrower. In the event of any such resignation of an as L/C Issuer, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunderIssuer; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve Xxxxx Fargo as an L/C Issuer unless none of the other Lenders has the capabilities to issue letters of credit sufficient to meet the reasonable business needs of the Borrowers and is willing to accept such Lender consents in its sole discretionappointment. If an Xxxxx Fargo resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders Lender to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer Xxxxx Fargo to effectively assume the obligations of such retiring L/C Issuer Xxxxx Fargo with respect to such Letters of Credit.. 105

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b10.06(b), such L/C Issuer Lender may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(cSections 2.03(e) and (f)). Upon the appointment of a any successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of CreditCredit issued by the resigning L/C Issuer, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)clause (b) above, such L/C Issuer Bank of America may, (i) upon 30 thirty (30) days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as L/C IssuerIssuer and/or (ii) upon thirty (30) days’ notice to the Borrower. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Bank of America as L/C Issuer; provided, further, that no Lender shall be required to serve . If Bank of America resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (iA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iiB) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer Bank of America to effectively assume the obligations of such retiring L/C Issuer Bank of America with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b)clause (b) above, such L/C Issuer may, upon 30 days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such the applicable L/C Issuer; provided, further, that no Lender shall be required to serve Issuer as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If the applicable L/C Issuer resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ix) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iiy) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable retiring L/C Issuer to effectively assume the obligations of such the applicable retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any an L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)clause (b) above, such L/C Issuer may, upon 30 thirty (30) days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, that however, that, no failure by the Borrower to appoint any such successor shall affect the resignation of such the retiring L/C Issuer as L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsresigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (iA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iiB) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer Bank of America with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b), such L/C Issuer may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation of an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resigns, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (ii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.. 151

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b10.06(b), such L/C Issuer may, (i) subject to the remainder of this paragraph, upon 30 thirty (30) days’ notice to the Borrower Parent and the Lenders, resign as L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower Parent shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder, subject to such Lxxxxx’s acceptance of such appointment; provided, however, that no failure by the Borrower Parent to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an . If any L/C Issuer unless such Lender consents in its sole discretion. If an resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an such L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any the L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such the L/C Issuer may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such entity as L/C Issuer; provided, further, that no Lender shall be required to serve as an . If the L/C Issuer unless resigns as L/C Issuer, such Lender consents in its sole discretion. If an retiring L/C Issuer resigns, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit and Bankers’ Acceptances issued by it outstanding and outstanding, and all Bankers’ Acceptances issuable under any Acceptance Credits outstanding, as of the effective date of its resignation as an L/C Issuer and all L/C C-BA 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring applicable L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer may, upon 30 days’ notice to the Borrower Borrower, the Administrative Agent and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Tranche 1 Commitment and Revolving Tranche 1 Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer may, upon 30 days’ notice to the Borrower Company and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower Company shall be entitled to appoint from among the Lenders Tranche I Xxxxxxx a successor L/C Issuer hereunder; provided, however, that (x) no failure by the Borrower Company to appoint any such successor shall affect the resignation of any L/C Issuer and (y) no such appointment shall be effective without the consent of the appointed L/C Issuer; provided, further, that no Lender shall be required to serve as the case may be. If any L/C Issuer resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges rights and duties obligations of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Tranche 1 Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of such the retiring L/C Issuer with respect to such Letters of Credit.. No resignation by any L/C Issuer shall impact or affect the rights, duties and obligations of any other L/C Issuer hereunder. (g)

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b10.06(b), such L/C Issuer may, subject to the remainder of this paragraph, upon 30 thirty (30) days’ notice to the Borrower Parent and the Lenders, resign as L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower Parent shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower Parent to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an . If any L/C Issuer unless such Lender consents in its sole discretion. If an resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an such L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer assigns all of its Revolving Commitment Commitments and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Lender may, upon 30 thirty (30) days’ notice to the Parent Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower Borrowers shall be entitled to appoint from among the Revolving Lenders (with the Administrative Agent’s consent and the applicable Revolving Xxxxxx’s consent) a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Committed Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.03(b)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such succession or make other arrangements reasonably satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer Bank of America assigns all of its clxx CHAR1\1792192v4 Revolving A Commitment and Revolving A Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Bank of America may, upon 30 thirty days’ notice to the Borrower Company and the Lenders, resign as L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of such Bank of America as L/C Issuer; provided, further, that no Lender shall be required to serve . If Bank of America resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (i1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (ii2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer Bank of America to effectively assume the obligations of such retiring L/C Issuer Bank of America with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything herein to the contrary contained hereincontrary, if at any time any Revolving Lender that is also acting as an L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to paragraph (b) of this Section 11.06(b)9.4, such L/C Issuer Revolving Lender may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Revolving Lenders a successor L/C Issuer hereunder; provided, provided that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Revolving Lender shall be required to serve as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any such Revolving Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 unreimbursed L/C Borrowings pursuant to Section 2.03(c2.4(c)). Upon the appointment of a successor L/C Issuer, (iA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iiB) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer such Revolving Lender to effectively assume the obligations of such retiring L/C Issuer Revolving Lender with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b), such L/C Issuer may, upon 30 days’ notice to the Borrower Borrowers and the Lenders, resign as L/C Issuer. In the event of any such resignation of an L/C Issuer, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, provided that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resigns, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (ii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.. 162

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender acting as the L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Lender may, upon 30 thirty days’ notice to the Borrower Company and the Lenders, resign as L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of such Lender as L/C Issuer; provided, further, that no as the case may be. If a Lender shall be required to serve resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (i1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, as the case may be, and (ii2) the successor L/C Issuer 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 (including issuing back-to-back Letters of Credit to the retiring L/C Issuer for such outstanding Letters of Credit) satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer RBS assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer RBS may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, provided that no failure by the Borrower to appoint any such successor shall affect the resignation of such RBS as L/C Issuer; provided, further, that no Lender shall be required to serve . If RBS resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and (b) unless all outstanding Letters of Credit are returned to the L/C Issuer, and (ii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer RBS to effectively assume the obligations of such retiring L/C Issuer RBS with respect to such Letters of Credit.. 128

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any an L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer may, so long as at least one other L/C Issuer shall then exist, upon 30 thirty days’ notice to the Borrower Company and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents shall not be effective if there are no L/C Issuers (including any successor L/C Issuer appointed in its sole discretionaccordance with this sentence) under this Agreement. If an L/C Issuer resignsresigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (i1) such successor shall succeed to and become vested with all of the rights, 216 #95537764v15AMERICAS/2023466857.21 #96465179v1 powers, privileges and duties of the such retiring L/C Issuer, Issuer and (ii2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by such retiring L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to the such retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any an L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b), such L/C Issuer may, upon 30 thirty days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, that that, no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve Issuer as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If an Any resigning L/C Issuer resigns, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders with Revolving Commitments to make Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment and acceptance of a successor L/C Issuer, (iA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iiB) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring such resigingresigning L/C Issuer to effectively assume the obligations of such retiring resigingresigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Commitment and Revolving Loans Commitments pursuant to Section 11.06(b)clause (b) above, such L/C Issuer may, may upon 30 days’ notice to the Borrower Administrative Agent, the Company and the LendersParticipating Xxxxx, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower Company shall be entitled to appoint from among the Lenders Participating Banks a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of such the applicable L/C Issuer; provided, further, that no Lender shall be required to serve Issuer as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If the applicable L/C Issuer resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or Participating Banks fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.01(c)). Upon the appointment of a successor L/C Issuer, (ix) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iiy) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable retiring L/C Issuer to effectively assume the obligations of such the applicable retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any an L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)clause (b) above, such L/C Issuer may, upon 30 thirty (30) days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, that however, that, no failure by the Borrower to appoint any such successor shall affect the resignation of such the retiring L/C Issuer as L/C Issuer; provided, further, that no Lender shall be required to serve as . If an 129 CHAR1\1806478v11CHAR1\1928004v5 L/C Issuer unless such Lender consents in its sole discretion. If an ISSUER RESIGNS AS L/C Issuer resignsISSUER, it shall retain all the rightsIT SHALL RETAIN ALL THE RIGHTS, powersPOWERS, privileges and duties of an PRIVILEGES AND DUTIES OF AN L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an ISSUER HEREUNDER WITH RESPECT TO ALL LETTERS OF CREDIT ISSUED BY IT AND OUTSTANDING AS OF THE EFFECTIVE DATE OF ITS RESIGNATION AS AN L/C Issuer and all ISSUER AND ALL L/C Obligations with respect thereto 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 INCLUDING THE RIGHT TO REQUIRE THE LENDERS TO MAKE BASE RATE LOANS OR FUND RISK PARTICIPATIONS IN UNREIMBURSED AMOUNTS PURSUANT TO Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (iA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iiB) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer Bank of America with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer (other than Bank of America) assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b), such L/C Issuer Person may, upon 30 days’ notice to the Administrative Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of an as a L/C Issuer, the Administrative Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunderIssuer; provided, however, that no failure by the Administrative Borrower to appoint any such successor shall affect the resignation of such Person as a L/C Issuer; provided, further, that no Lender shall be required to serve . If any such Person resigns as an a L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an a L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an a L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of such the retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Lender may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunderhereunder that consents to such appointment; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve Lxxxxx as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring the resigning L/C Issuer with respect to such Letters of Credit.. 125

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Lender may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunderhereunder that consents to such appointment; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve Lxxxxx as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any an L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer may, so long as at least one other L/C Issuer shall then exist, upon 30 thirty days’ notice to the Borrower Company and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents shall not be effective if there are no L/C Issuers (including any successor L/C Issuer appointed in its sole discretionaccordance with this sentence) under this Agreement. If an L/C Issuer resignsresigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (i1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the such retiring L/C Issuer, Issuer and (ii2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by such retiring L/C Issuer and outstanding at the time of such succession or make other 220 arrangements satisfactory to the such retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer assigns all of its Revolving Commitment Commitments and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Lender may, upon 30 thirty (30) days’ notice to the Parent Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower Borrowers shall be entitled to appoint from among the Revolving Lenders (with the Administrative Agent’s consent and the applicable Revolving Xxxxxx’s consent) a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Committed Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.03(f)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such succession or make other arrangements reasonably satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b10.06(b), such L/C Issuer may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer, if applicable. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such retiring L/C Issuer as L/C Issuer; provided, further, that no Lender shall be required to serve as an the case may be. If any L/C Issuer unless such Lender consents in its sole discretion. If an resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the such retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b10.06(b), such L/C Issuer may, upon 30 days’ notice to the Borrower Bor- rower and the Lenders, resign as L/C Issuer, if applicable. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such retiring L/C Issuer as L/C Issuer; provided, further, that no Lender shall be required to serve as an the case may be. If any L/C Issuer unless such Lender consents in its sole discretion. If an resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the such retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer may, upon 30 days’ notice to the Borrower Borrower, the Administrative Agent and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Bank of America acting as an L/C Issuer or other Lender that has issued a then-outstanding Letter of Credit assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, Bank of America or such L/C Issuer other Lender, as applicable, may, (i) upon 30 days’ notice to the Parent Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Parent Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of Bank of America or such other assigning Lender as L/C Issuer; provided, further, that no as the case may be. If Bank of America or such other assigning Lender shall be required to serve resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the Bank of America or such other retiring L/C Issuer Issuer, as the case may be, to effectively assume the obligations of Bank of America or such other retiring L/C Issuer Issuer, as the case may be, with respect to such Letters of Credit.. -158- US-DOCS\97384607.24

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any an L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer may, so long as at least one other L/C Issuer shall then exist, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents shall not be effective if there are no L/C Issuers (including any successor L/C Issuer appointed in its sole discretionaccordance with this sentence) under this Agreement. If an L/C Issuer resignsresigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (i1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the such retiring L/C Issuer, Issuer and (ii2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by such retiring L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to the such retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b)) above, such L/C Issuer Lender may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve Xxxxxx as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it that are outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of CreditCredit issued by the resigning L/C Issuer, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender serving as an L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Lender may, upon 30 (thirty) days’ notice to the Borrower and the LendersAdministrative Agent, resign as an L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Revolving Credit Lenders a successor L/C Issuer hereunderhereunder if such Revolving Credit Lender is willing to act in such capacity; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such the retiring entity as L/C Issuer; provided, further, that no Lender shall be required to serve . If any entity serving as L/C Issuer resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C IssuerIssuer and the acceptance of such appointment by such successor, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iib) the successor L/C Issuer 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 reasonably satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Loans pursuant to Section 11.06(b)10.06(b) above, such L/C Issuer Lender may, upon 30 days’ notice to the Parent Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Parent Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve Xxxxxx as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer Salus assigns all of its Revolving Commitment and Committed Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Salus may, upon 30 thirty (30) days’ notice to the Borrower and the Revolving Lenders, resign as a L/C Issuer. In the event of any such resignation of an as a L/C Issuer, the Borrower shall be entitled to appoint from among the Revolving Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Salus as a L/C Issuer; provided, further, that no Lender shall be required to serve . If Salus resigns as an a L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an a L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an a L/C Issuer and all 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 2.03(c))thereto. Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the such retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by such retiring L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer Salus to effectively assume the obligations of such retiring L/C Issuer Salus with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)clause (b) above, such L/C Issuer may, upon 30 days’ notice to the Administrative Agent, Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower Xxxxxxxx shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower Xxxxxxxx to appoint any such successor shall affect the resignation of such the applicable L/C Issuer; provided, further, that no Lender shall be required to serve Issuer as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If the applicable L/C Issuer resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Daily SOFR Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (ix) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, as the case may be, and (iiy) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable retiring L/C Issuer to effectively assume the obligations of such the applicable retiring L/C Issuer with respect to such Letters of Credit.. 10.07

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b)) above, 152 such L/C Issuer Lender may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of CreditCredit issued by the resigning L/C Issuer, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring resigning L/C Issuer to effectively assume the obligations of such retiring the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any person acting as an L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b), such L/C Issuer person may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, provided that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve resigning person as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If such person resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer hereunder and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer such resigning person to effectively assume the obligations of such retiring L/C Issuer resigning person with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any an L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b), such L/C Issuer may, upon 30 thirty days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, that that, no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve Issuer as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If an Any resigning L/C Issuer resigns, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders with Revolving Commitments to make Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment and acceptance of a successor L/C Issuer, (iA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iiB) the successor L/C Issuer 134 shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring such resiging L/C Issuer to effectively assume the obligations of such retiring resiging L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender serving as an L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Lender may, upon 30 days’ notice to the Borrower and the other Lenders, resign as an L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Revolving Credit Lenders a successor L/C Issuer hereunderhereunder if such Revolving Credit Lender is willing to act in such capacity; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such the retiring entity as L/C Issuer; provided, further, that no Lender shall be required to serve . If any entity serving as L/C Issuer resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c2.15(c)). Upon the appointment of a successor L/C IssuerIssuer and the acceptance of such appointment by such successor, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iib) the successor L/C Issuer 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 reasonably satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer BNY Mellon assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer BNY Mellon may, upon 30 thirty days’ ' notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such BNY Mellon as L/C Issuer; provided, further, that no Lender shall be required to serve . If BNY Mellon resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C Issuer, (i1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (ii2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession -77 or make other arrangements satisfactory to the retiring L/C Issuer BNY Mellon to effectively assume the obligations of such retiring L/C Issuer BNY Mellon with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender serving as an L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer Lender may, upon 30 days’ notice to the Borrower and the other Lenders, resign as an L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Revolving Credit Lenders a successor L/C Issuer hereunderhereunder if such Revolving Credit Xxxxxx is willing to act in such capacity; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such the retiring entity as L/C Issuer; provided, further, that no Lender shall be required to serve . If any entity serving as L/C Issuer resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all 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 2.03(c)). Upon the appointment of a successor L/C IssuerIssuer and the acceptance of such appointment by such successor, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iib) the successor L/C Issuer 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 reasonably satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer may, upon 30 thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation of as an L/C Issuer, the Borrower Bxxxxxxx shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower Bxxxxxxx to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve Issuer as an L/C Issuer unless such Lender consents in its sole discretionIssuer. If any L/C Issuer resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Daily SOFR Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.03(f)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Issuer and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring such L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer East West Bank assigns all of its Revolving Commitment and Revolving Credit Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer East West Bank may, upon 30 thirty (30) days’ notice to the Borrower Borrowers and the Lenders, resign as L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that (i) such appointment shall be subject to the consent of the Administrative Agent and (ii) no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of such East West Bank as L/C Issuer; provided, further, that no Lender shall be required to serve . If East West Bank resigns as an L/C Issuer unless such Lender consents in its sole discretion. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Credit Lenders to make Base Rate Revolving Credit Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (iA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iiB) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer East West Bank to effectively assume the obligations of such retiring L/C Issuer East West Bank with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b)subsection (b) above, such L/C Issuer may, upon 30 days’ ' notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation of an as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such entity as L/C Issuer; provided, further, that no Lender shall be required to serve as an . If any L/C Issuer unless resigns as L/C Issuer, such Lender consents in its sole discretion. If an retiring L/C Issuer resigns, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit and Bankers' Acceptances issued by it outstanding and outstanding, and all Bankers' Acceptances issuable under any Acceptance Credits outstanding, as of the effective date of its resignation as an L/C Issuer and all L/C C- BA Obligations with respect thereto (including the right to require the Lenders to make Committed Loans that are US Base Rate Loans or fund risk participations in Unreimbursed 118 CH\1702371.21 Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (iib) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring applicable L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.