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 a Lender assigns all of its Commitment and Revolving Loans pursuant to subsection (b) above, such Lender may, (i) upon ten (10) days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder 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 to appoint any such successor shall affect the resignation of such Lender as L/C Issuer. If such Lender resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender outstanding as of the effective date of its resignation as 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, (A) 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 (C) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit 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 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 a Lender Bank of America assigns all of its Commitment and Revolving Loans pursuant to subsection (b) above, such Lender Bank of America may, (i) upon ten (10) 30 days’ notice to the Borrower and the Lenders, resign as L/C IssuerIssuer and Swing Line Lender. In the event of any such resignation as L/C IssuerIssuer and Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such LenderSwing Line Lender hereunder; provided, however, provided that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender Bank of America as L/C IssuerIssuer and Swing Line Lender. If such Lender Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender outstanding as of the effective date of its resignation as 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)). If Bank of America resigns as Swing Line Lender, it shall retain all the 124 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, (Aa) 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 Swing Line Lender and (Bb) unless all outstanding Letters of Credit are returned to the retiring L/C Issuer shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents and (C) Issuer, the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, 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 the 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 a Lender acting as L/C Issuer assigns all of its Commitment and Revolving Loans pursuant to subsection (b) above, such Lender may, (i) upon ten (10) 30 days’ notice to the Borrower Company and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lenderhereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of such the applicable Lender as L/C Issuer, as the case may be. Any such appointment of a successor L/C Issuer by the Borrowers pursuant to this Section 10.06 shall not become effective until acceptance of the appointment by the successor L/C Issuer. If such a Lender resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender it and outstanding as of the effective date of its resignation as 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, (Aa) 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 (Cb) the successor L/C Issuer shall issue letters of credit in 112 substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring applicable resigning L/C Issuer to effectively assume the obligations of the retiring such 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 a Lender that is an L/C Issuer assigns all of its Commitment Commitments and Revolving Loans pursuant to subsection (b) above, such Lender may, upon thirty (i) upon ten (1030) days’ notice to the Parent Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation as an L/C Issuer, the Parent Borrower shall be entitled to appoint from among the Revolving Lenders (with the applicable Revolving Lender’s consent) a successor L/C Issuer hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lenderhereunder; provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of such Lender as an L/C Issuer. If such any Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender 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 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, (Aa) 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 (Cb) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, 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 the retiring resigning L/C Issuer with respect to such Letters of Credit.. 135

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender any L/C Issuer assigns all of its Tranche 1 Commitment and Revolving Tranche 1 Loans pursuant to subsection (b) above, such Lender L/C Issuer may, (i) upon ten (10) 30 days’ notice to the Borrower Company and the Lenders, resign as an L/C Issuer. In the event of any such resignation 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 with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lenderhereunder; 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 Lender as appointment shall be effective without the consent of the appointed L/C Issuer, as the case may be. If such Lender any L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges rights and duties obligations of the an L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender 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, (Aa) 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 (Cb) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, 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 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. 129

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as L/C Issuer assigns all of its Commitment and Revolving Loans pursuant to subsection (b) above, such Lender may, (i) upon ten (10) 30 days’ notice to the Borrower Company and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lenderhereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of such the applicable Lender as L/C Issuer, as the case may be. Any such appointment of a successor L/C Issuer by the Borrowers pursuant to this Section 10.06 shall not become effective until acceptance of the appointment by the successor L/C Issuer. If such a Lender resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender it and outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base BaseDaily 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, (Aa) 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 (Cb) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring applicable resigning L/C Issuer to effectively assume the obligations of the retiring such 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 a Lender assigns all of its Commitment and Revolving Loans pursuant to subsection (b) above, such Lender may, (i) upon ten (10) days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such LenderXxxxxx; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender Xxxxxx as L/C Issuer. If such Lender Xxxxxx resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender outstanding as of the effective date of its resignation as 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, (A) 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 (C) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit 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 the retiring L/C Issuer with respect to such Letters of Credit.. Section 11.07

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender assigns all of its Commitment and Revolving Loans pursuant to subsection (b) above, such Lender may, (i) upon ten (10) days’ notice to the Borrower Borrowers and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder 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. If such Lender resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender outstanding as of the effective date of its resignation as 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, (A) such successor shall succeed to and become vested with all of the 168 [***] Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. 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 (C) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit 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 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 a Lender Bank of America assigns all of its Commitment and Revolving Loans pursuant to subsection (b) above, such Lender Bank of America may, (i) upon ten (10) 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lenderhereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender Bank of America as L/C Issuer. If such Lender Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender outstanding as of the effective date of its resignation as 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 92 AMERICAS/2023799649.12023799649.6 the appointment of a successor L/C Issuer, (Aa) 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 (Cb) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, 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 the retiring L/C Issuer Bank of America with respect to such Letters of Credit. No Assignment or Participations to Competitors. No assignment or participation shall be made or sold, as applicable, to any Person that was a Competitor as of the date (the “Determination Date”) on which the assigning or selling Lender entered into a binding agreement to sell all or a portion of its rights and obligations under this Agreement to such Person or assign all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment or participation in writing in its sole and absolute discretion, in which case such Person will not be considered a Competitor for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee or participant that becomes a Competitor after the applicable Determination Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Competitor”), (x) such assignee or Participant shall not retroactively be disqualified from becoming a Lender or Participant and (y) the execution by the Borrower of an Assignment and Assumption with respect to an assignee will not by itself result in such assignee no longer being considered a Competitor. Any assignment or participation in violation of this Section 10.06(h) shall not be void, but the other provisions of this Section 10.06(h) shall apply. If any assignment is made or any participation is sold to any Competitor without the Borrower’s prior written consent, or if any Person becomes a Competitor after the applicable Determination Date, the Borrower may, at its sole expense and effort, upon notice to the applicable Competitor and the Administrative Agent, (A) terminate any Commitment of such Competitor and/or repay all obligations of the Borrower owing to such Competitor in connection with such Commitment and/or (B) require such Competitor to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 10.06), all of its interest, rights and obligations under this Agreement (including as a Participant) to one or more Eligible Assignees at the lesser of (x) the principal amount thereof and (y) the amount that such Competitor paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder. Notwithstanding anything to the contrary contained in this Agreement, Competitors (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Competitor will be deemed to have consented in the same proportion as the Lenders that are not Competitors consented to such matter, and (y) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any debtor relief laws (a “Plan”), each Competitor party hereto hereby agrees (1) not to vote on such Plan, (2) if such Competitor does vote on such Plan notwithstanding the restriction in the foregoing sentence, such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other debtor relief laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other debtor relief laws) and (3) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing sentence. The Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to (A) post the list of Competitors provided by the AMERICAS/2023799649.12023799649.6 Borrower and any updates thereto from time to time (collectively, the “Competitor List”) on the Platform, including that portion of the Platform that is designated for “public side” Lenders and/or (B) provide the Competitor List to each Lender requesting the same. The Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant is a Competitor or (y) have any liability with respect to any assignment or sale of a participation to a Competitor.

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), such Lender Bank of America may, (i) upon ten (10) 30 days’ ' notice to the Borrower and the Lenders, resign as an L/C IssuerIssuer and/or (ii) upon 30 days' notice to the Borrower, resign as Collateral Agent. In the event of any such resignation as of an L/C IssuerIssuer or Collateral Agent, the Borrower shall be entitled to appoint from among the Lenders willing to accept its appointment a successor L/C Issuer or Collateral Agent hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lenderas applicable); provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as the relevant L/C IssuerIssuer or Collateral Agent, as the case may be. If such Lender an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender 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)). If Bank of America resigns as Collateral Agent, it shall retain all the rights of the Collateral Agent provided for hereunder with respect to Collateral as of the effective date of such resignation. Upon the appointment of a successor L/C IssuerIssuer and/or Collateral Agent (as applicable), (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C IssuerIssuer or Collateral Agent, as the case may be, and (B) the retiring L/C Issuer shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents and (C) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring relevant L/C Issuer to effectively assume the obligations of the retiring relevant 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 a Lender Bank of America assigns all of its Commitment and Revolving Loans pursuant to subsection (b) aboveabove and resigns as Administrative Agent hereunder pursuant to Section 9.06, such Lender Bank of America may, (i) upon ten (10) 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation 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 with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lenderhereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender Bank of America as L/C Issuer. If such Lender Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender outstanding as of the effective date of its resignation as 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, (Aa) 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 (Cb) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, 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 the retiring L/C Issuer Bank of America 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 a Lender that is an L/C Issuer assigns all of its Commitment Commitments and Revolving Loans pursuant to subsection (b) above, such Lender may, upon thirty (i) upon ten (1030) days’ notice to the Parent Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation as an L/C Issuer, the Parent Borrower shall be entitled to appoint from among the Revolving Lenders (with the applicable Revolving Lender’s consent) a successor L/C Issuer hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lenderhereunder; provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of such Lender Lxxxxx as an L/C Issuer. If such any Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender 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 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, (Aa) 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 (Cb) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, 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 the 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 a Lender Capital One assigns all of its Commitment Commitments and Revolving Loans pursuant to subsection (b) aboveSection 10.06(b), such Lender Capital One may, (i) upon ten (10) 30 days’ notice to the Parent Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation as an L/C Issuer, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lenderhereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of such Lender Capital One as an L/C Issuer. If such Lender Capital One resigns as an L/C Issuer, it shall retain all the rights, powers, privileges rights and duties obligations of the an L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender it and outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations Letter of Credit Usage with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts the aggregate amount of outstanding reimbursement obligations with respect to Letters of Credit which remain unreimbursed or which have not been paid through a Revolving Credit Loan). In addition, notwithstanding anything to the contrary contained herein, if at any time any other L/C Issuer, in its capacity as Lender, assigns all of its Commitments and Loans pursuant to Section 2.03(c10.06(b), such Lender may, upon 30 days’ notice to the Parent Borrower and the other Lenders, resign as an L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrowers shall be entitled to appoint from among the Lenders (subject to such Lender’s acceptance of such appointment) a successor L/C Issuer hereunder; provided, however, that no failure by the Borrowers to appoint any such successor shall affect the resignation of such Lender as an L/C Issuer. If such Lender resigns as L/C Issuer, it shall retain all the rights and obligations 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 L/C Issuer and all Letter of Credit Usage with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in the aggregate amount of outstanding reimbursement obligations with respect to Letters of Credit which remain unreimbursed or which have not been paid through a Revolving Credit Loan). Upon the appointment of a successor L/C Issuer, (Aa) 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 (Cb) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, 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 the 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 a the Lender assigns all of its Commitment and Revolving Loans pursuant to subsection (ba) above, such Lender may, (i) upon ten (10) days’ notice to the Borrower and the Lenders, Wxxxx 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 as L/C Issuer, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such LenderIssuer; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of such Lender Wxxxx Fargo as L/C IssuerIssuer 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 appointment. If such Lender Wxxxx Fargo resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender outstanding as of the effective date of its resignation as 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, (Aa) 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 (Cb) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer Wxxxx Fargo to effectively assume the obligations of the retiring L/C Issuer Wxxxx Fargo 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 a Lender assigns all of its Commitment and Revolving Loans pursuant to subsection (b) above, such Lender may, (i) upon ten (10) days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such LenderXxxxxx; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender Xxxxxx as L/C Issuer. If such Lender Xxxxxx resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender outstanding as of the effective date of its resignation as 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, (A) such successor shall succeed to and become vested with all of the 156 [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. 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 (C) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit 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 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 a Lender Xxxxx Fargo Bank assigns all of its Commitment Commitments and Revolving Loans pursuant to subsection (b) aboveSection 10.06(b), such Lender Xxxxx Fargo Bank may, (i) upon ten (10) 30 days’ ' notice to the Parent Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation as an L/C Issuer, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lenderhereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of such Lender Xxxxx Fargo Bank as an L/C Issuer. If such Lender Xxxxx Fargo Bank resigns as an L/C Issuer, it shall retain all the rights, powers, privileges rights and duties obligations of the an L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender it and outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations Letter of Credit Usage with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts the aggregate amount of outstanding reimbursement obligations with respect to Letters of Credit which remain unreimbursed or which have not been paid through a Revolving Credit Loan). In addition, notwithstanding anything to the contrary contained herein, if at any time any other L/C Issuer, in its capacity as Lender, assigns all of its Commitments and Loans pursuant to Section 2.03(c10.06(b)), such Lender may, upon 30 days' notice to the Parent Borrower and the other Lenders, resign as an L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrowers shall be entitled to appoint from among the Lenders (subject to such Lender's acceptance of such appointment) a successor L/C Issuer hereunder; provided, however, that no failure by the Borrowers to appoint any such successor shall affect the resignation of such Lender as an L/C Issuer. If such Lender resigns as L/C Issuer, it shall retain all the rights and obligations 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 L/C Issuer and all Letter of Credit Usage with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in the aggregate amount of outstanding reimbursement obligations with respect to Letters of Credit which remain unreimbursed or which have not been paid through a Revolving Credit Loan. Upon the appointment of a successor L/C Issuer, (Aa) 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 (Cb) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, 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 the 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 a Lender assigns all of its Commitment and Revolving Loans pursuant to subsection (b) above, such Lender may, (i) upon ten (10) days’ notice to the Borrower Borrowers and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder 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. If such Lender resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with 158 respect to all Letters of Credit issued by such Lender outstanding as of the effective date of its resignation as 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, (A) 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 (C) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit 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 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 a Lender Capital One assigns all of its Commitment Commitments and Revolving Loans pursuant to subsection (b) aboveSection 10.06(b), such Lender Capital One may, (i) upon ten (10) 30 days’ notice to the Parent Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation as an L/C Issuer, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lenderhereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of such Lender Capital One as an L/C Issuer. If such Lender Capital One resigns as an L/C Issuer, it shall retain all the rights, powers, privileges rights and duties obligations of the an L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender it and outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations Letter of Credit Usage with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts the aggregate amount of outstanding reimbursement obligations with respect to Letters of Credit which remain unreimbursed or which have not been paid through a Revolving Credit Loan). In addition, notwithstanding anything to the contrary contained herein, if at any time any other L/C Issuer, in its capacity as Lender, assigns all of its Commitments and Loans pursuant to Section 2.03(c10.06(b)), such Lender may, upon 30 days’ notice to the Parent Borrower and the other Lenders, resign as an L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrowers shall be entitled to appoint from among the Lenders (subject to such Lender’s acceptance of such appointment) a successor L/C Issuer hereunder; provided, however, that no failure by the Borrowers to appoint any such successor shall affect the resignation of such Lender 166 as an L/C Issuer. If such Lender resigns as L/C Issuer, it shall retain all the rights and obligations 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 L/C Issuer and all Letter of Credit Usage with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in the aggregate amount of outstanding reimbursement obligations with respect to Letters of Credit which remain unreimbursed or which have not been paid through a Revolving Credit Loan. Upon the appointment of a successor L/C Issuer, (Aa) 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 (Cb) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, 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 the 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 a Lender acting as an L/C Issuer assigns all of its Commitment and Revolving Loans pursuant to subsection (b) above, such Lender may, (i) upon ten (10) 30 days’ notice to the Borrower Company and the Lenders, resign as an L/C Issuer. In the event of any such resignation as an L/C Issuer, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor L/C 4889-7737-4420 v.6 104 Issuer hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lenderhereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of such the applicable Lender as an L/C Issuer, as the case may be. Any such appointment of a successor L/C Issuer by the Borrowers pursuant to this Section 10.06 shall not become effective until acceptance of the appointment by the successor L/C Issuer. If such a Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender 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)2.03). Upon the appointment of a successor L/C Issuer, (Aa) 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 (Cb) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring applicable resigning L/C Issuer to effectively assume the obligations of the retiring such 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 a Lender Bank of America assigns all of its Commitment and Revolving Loans pursuant to subsection (b) above, such Lender Bank of America may, upon thirty (i) upon ten (1030) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lenderhereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender Bank of America as an L/C Issuer. If such Lender Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender 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(c2.04(c)). Upon the appointment of a successor L/C Issuer, (Aa) 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 (Cb) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit 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 Bank of America to effectively assume the obligations of the 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 a Lender Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, such Lender Bank of America may, (i) upon ten (10) 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 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 hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such LenderSwing Line Lender hereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of such Lender Bank of America as L/C IssuerIssuer or Swing Line Lender, as the case may be. If such Lender Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender outstanding as of the effective date of its resignation as 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, (Aa) 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, (B) as the retiring L/C Issuer shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents case may be, and (Cb) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, 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 the 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 a Lender Xxxxx Fargo assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), such Lender Xxxxx Fargo may, (i) upon ten (10) 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lenderhereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender Xxxxx Fargo as L/C Issuer. If such Lender Xxxxx Fargo resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender outstanding as of the effective date of its resignation as 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, (Aa) 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 (Cb) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, 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 the retiring L/C Issuer Xxxxx Fargo 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 a Lender Bank of America assigns all of its Commitment and Revolving Loans pursuant to subsection (b) above, such Lender Bank of America may, (i) upon ten (10) 30 days’ notice to the Borrower and the Lenders, resign as L/C IssuerIssuer and/or (ii) upon 30 days' notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C IssuerIssuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and subject to such Lender’s consent to such appointment); provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender Bank of America as L/C IssuerIssuer or Swing Line Lender, as the case may be. If such Lender Bank of America resigns as L/C IssuerIssuer or Swing Line Lender, it shall retain all the rights, powers, privileges and duties of the L/C Issuer or Swing Line Lender hereunder with respect to all Letters of Credit issued by such Lender outstanding as of the effective date of its resignation as L/C Issuer or Swing Line Lender 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, (Aa) 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, (B) as the retiring L/C Issuer shall case may be discharged from all of its duties and obligations hereunder or under the other Loan Documents and (Cb) the successor L/C Issuer or Swing Line Lender shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, 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 the 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 a Lender Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, such Lender Bank of America may, (i) upon ten (10) 30 days’ notice to the Borrower and the Revolving Credit Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Revolving Credit Lenders a successor L/C Issuer hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lenderhereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender Bank of America as L/C Issuer, as the case may be. If such Lender Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Credit 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, (Aa) 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 (Cb) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, 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 the 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 a Lender that is the L/C Issuer assigns all of its Commitment and Revolving Loans pursuant to subsection (b) above, such Lender may, (i) upon ten (10) 30 days’ notice to the Borrower and the Lenders, resign as the L/C Issuer. In the event of any such resignation as the L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lenderhereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as the L/C Issuer. If such any Lender resigns as the L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender it and outstanding as of the effective date of its resignation as the 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(cSections 2.03(e) and (f)). Upon the appointment of a successor L/C Issuer, (Aa) 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 resigning L/C Issuer shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents and (Cb) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, 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 the 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 a Lender that is an L/C Issuer assigns all of its Commitment Commitments and Revolving Loans pursuant to subsection (b) above, such Lender may, upon thirty (i) upon ten (1030) days’ notice to the Parent Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation as an L/C Issuer, the Parent Borrower shall be entitled to appoint from among the Revolving Lenders (with the applicable Revolving Lender’s consent) a successor L/C Issuer hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lenderhereunder; provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of such Lender Xxxxxx as an L/C Issuer. If such any Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender 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 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, (Aa) 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 (Cb) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, 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 the 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 a Lender Wxxxx Fargo Bank assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Lender Wxxxx Fargo Bank may, upon thirty (i) upon ten (1030) days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lenderhereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender Wxxxx Fargo Bank as L/C Issuer, as the case may be. If such Lender Wxxxx Fargo Bank resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the any L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender Wxxxx Fargo Bank outstanding as of the effective date of its resignation as 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, (Aa) 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 (Cb) 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 Wxxxx Fargo Bank to effectively assume the obligations of Wxxxx Fargo Bank with respect to such Letters of Credit. 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 subsection (b) above, such L/C Issuer may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation 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 resigning L/C Issuer. If any L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of any L/C Issuer hereunder with respect to all Letters of Credit issued by such L/C Issuer outstanding as of the effective date of its resignation as 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, (a) 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) 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 the retiring such 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 a Lender any L/C Issuer assigns all of its Commitment and Revolving Committed Loans pursuant to subsection (b) above, such Lender L/C Issuer may, (i) upon ten (10) 30 days’ notice to the Borrower Company and the Lenders, resign as an L/C Issuer. In the event of any such resignation as an L/C Issuer, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lenderhereunder; 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 Lender as appointment shall be effective without the consent of the appointed L/C Issuer, as the case may be. If such Lender any L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges rights and duties obligations of the an L/C Issuer hereunder with respect to all Letters of Credit issued by such Lender 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, (Aa) 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 (Cb) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C IssuerCredit, 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 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.