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 Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, upon 30 days’ notice to Borrower and the Lenders, resign as L/C Issuer and Swing Line Lender. In the event of any such resignation as L/C Issuer and Swing Line Lender, Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender hereunder; provided that no failure by Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer and Swing Line Lender. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of L/C Issuer hereunder with respect to all Letters of Credit 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 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 Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender and (b) unless all outstanding Letters of Credit are returned to the 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 Bank of America to effectively assume the obligations of 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 Bank of America a Lender acting as L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America such Lender may, upon 30 days’ notice to Borrower the Company and the Lenders, resign as L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as L/C Issuer and Swing Line LenderIssuer, Borrower the Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender hereunder; provided provided, however, that no failure by Borrower the Borrowers to appoint any such successor shall affect the resignation of Bank of America the applicable Lender as L/C Issuer, as the case may be. Any such appointment of a successor L/C Issuer and Swing Line Lenderby the Borrowers pursuant to this Section 10.06 shall not become effective until acceptance of the appointment by the successor L/C Issuer. If Bank of America 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 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)). 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 Issuer and/or Swing Line LenderIssuer, (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 Swing Line Lender Issuer, and (b) unless all outstanding Letters of Credit are returned to the L/C Issuer, the successor L/C Issuer shall issue letters of credit in 112 substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America the applicable resigning L/C Issuer to effectively assume the obligations of Bank of America 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 Bank of America a Lender that is an L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America such Lender may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as an L/C Issuer and Swing Line LenderIssuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender hereunder; provided provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America such Lender as an L/C Issuer and Swing Line LenderIssuer. If Bank of America any Lender resigns 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 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 Issuer and/or Swing Line LenderIssuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning L/C Issuer and Swing Line Lender and (b) unless all outstanding Letters of Credit are returned to the L/C Issuer, 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 Bank of America the resigning L/C Issuer to effectively assume the obligations of Bank of America 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 Bank of America Citibank assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America Citibank may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as L/C Issuer and Swing Line LenderIssuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer and Swing Line hereunder provided such Lender hereunderhas consented to such appointment; provided provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America Citibank as L/C Issuer and Swing Line LenderIssuer. If Bank of America Citibank 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 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.04(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 Issuer and/or Swing Line LenderIssuer, (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 Swing Line Lender Issuer, and (b) unless all outstanding Letters of Credit are returned to the 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 Bank of America Citibank to effectively assume the obligations of Bank of America Citibank 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 a Lender assigns all of its Commitment and Revolving Loans pursuant to subsection (b) above, Bank of America such Lender may, (i) upon 30 ten (10) days’ notice to the Borrower and the Lenders, resign as L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as L/C Issuer and Swing Line LenderIssuer, 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 Swing Line Lender hereundersuch Lender; provided provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America such Lender as L/C Issuer and Swing Line LenderIssuer. If Bank of America 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)). 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 Issuer and/or Swing Line LenderIssuer, (aA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender and Issuer, (bB) unless all outstanding Letters of Credit are returned to the retiring L/C Issuer, 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 CreditCredit issued by the retiring L/C Issuer, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America the retiring L/C Issuer to effectively assume the obligations of Bank of America 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 Bank of America a Lender that is the L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America such Lender may, upon 30 days’ notice to the Borrower and the Lenders, resign as the L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as the L/C Issuer and Swing Line LenderIssuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender hereunder; provided provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America such Lender as the L/C Issuer and Swing Line LenderIssuer. If Bank of America 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 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)). 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 Issuer and/or Swing Line LenderIssuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning L/C Issuer and Swing Line Lender and (b) unless all outstanding Letters of Credit are returned to the L/C Issuer, 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 Bank of America the resigning L/C Issuer to effectively assume the obligations of Bank of America 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 Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection clause (b) above, Bank of America may, (i) upon 30 thirty (30) days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as L/C Issuer and Swing Line Lenderand/or (ii) upon thirty (30) days’ notice to the Borrower. In the event of any such resignation as L/C Issuer and Swing Line LenderIssuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender hereunder; provided provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer and Swing Line LenderIssuer. If 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 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 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 Issuer and/or Swing Line LenderIssuer, (aA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender Issuer, and (bB) unless all outstanding Letters of Credit are returned to the 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 Bank of America to effectively assume the obligations of 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 Bank of America a Lender acting as an L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America such Lender may, upon 30 days’ notice to Borrower the Company and the Lenders, resign as an L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as an L/C Issuer and Swing Line LenderIssuer, Borrower the Borrowers shall be entitled to appoint from among the Lenders a successor L/C 4889-7737-4420 v.6 104 Issuer and Swing Line Lender hereunder; provided provided, however, that no failure by Borrower the Borrowers to appoint any such successor shall affect the resignation of Bank the applicable Lender as an L/C Issuer, as the case may be. Any such appointment of America as a successor L/C Issuer and Swing Line Lenderby the Borrowers pursuant to this Section 10.06 shall not become effective until acceptance of the appointment by the successor L/C Issuer. If Bank of America a Lender resigns 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 Daily SOFR 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 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(c2.03). Upon the appointment of a successor L/C Issuer and/or Swing Line LenderIssuer, (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 Swing Line Lender Issuer, and (b) unless all outstanding Letters of Credit are returned to the 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 Bank of America the applicable resigning L/C Issuer to effectively assume the obligations of Bank of America 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 Bank of America a Lender that is an L/C Issuer assigns all of its Commitment Commitments and Loans pursuant to subsection (b) above, Bank of America such Lender may, upon 30 thirty (30) days’ notice to the Parent Borrower and the Lenders, resign as an L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as an L/C Issuer and Swing Line LenderIssuer, 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 and Swing Line Lender hereunder; provided provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of Bank of America such Xxxxxx as an L/C Issuer and Swing Line LenderIssuer. If Bank of America any Lender resigns 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 Revolving Lenders to make Base Rate Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.03(b)). 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 Issuer and/or Swing Line LenderIssuer, (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 Swing Line Lender Issuer, and (b) unless all outstanding Letters of Credit are returned to the L/C Issuer, 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 Bank of America the resigning L/C Issuer to effectively assume the obligations of Bank of America 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 Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’ ' notice to Borrower the Company and the Lenders, resign as L/C Issuer and 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 Issuer and or Swing Line Lender, Borrower the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer and or Swing Line Lender hereunder; provided provided, however, that no failure by Borrower the Company to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer and or Swing Line Lender, as the case may be. If 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 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 Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and or Swing Line Lender Lender, as the case may be, and (b) unless all outstanding Letters of Credit are returned to the 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 Bank of America to effectively assume the obligations of 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 Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as L/C Issuer and Swing Line LenderIssuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender hereunder; provided provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer and Swing Line LenderIssuer. If Bank of America resigns 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 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 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 92 AMERICAS/2023799649.12023799649.6 the appointment of a successor L/C Issuer and/or Swing Line LenderIssuer, (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 Swing Line Lender Issuer, and (b) unless all outstanding Letters of Credit are returned to the 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 Bank of America to effectively assume the obligations of 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 Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, Bank of America may, upon 30 days’ notice to the Borrower Representative and the Lenders, resign as L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as L/C Issuer and Swing Line LenderIssuer, the Borrower Representative shall be entitled to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender hereunder; provided provided, however, that no failure by the Borrower Representative to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer and Swing Line LenderIssuer. If 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 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 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 Issuer and/or Swing Line LenderIssuer, (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 Swing Line Lender Issuer, and (b) unless all outstanding Letters of Credit are returned to the 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 Bank of America to effectively assume the obligations of 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 Bank of America a Lender that is an L/C Issuer assigns all of its Commitment Commitments and Loans pursuant to subsection (b) above, Bank of America such Lender may, upon 30 thirty (30) days’ notice to the Parent Borrower and the Lenders, resign as an L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as an L/C Issuer and Swing Line LenderIssuer, 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 and Swing Line Lender hereunder; provided provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of Bank of America such Lxxxxx as an L/C Issuer and Swing Line LenderIssuer. If Bank of America any Lender resigns 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 Revolving Lenders to make Base Rate Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.03(b)). 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 Issuer and/or Swing Line LenderIssuer, (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 Swing Line Lender Issuer, and (b) unless all outstanding Letters of Credit are returned to the L/C Issuer, 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 Bank of America the resigning L/C Issuer to effectively assume the obligations of Bank of America 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 Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, Bank of America may, upon 30 days’ notice to the Borrower and the Revolving Credit Lenders, resign as L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as L/C Issuer and Swing Line LenderIssuer, the Borrower shall be entitled to appoint from among the Revolving Credit Lenders a successor L/C Issuer and Swing Line Lender hereunder; provided provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer and Swing Line LenderIssuer, as the case may be. If 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 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)). 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 Issuer and/or Swing Line LenderIssuer, (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 Swing Line Lender and (b) unless all outstanding Letters of Credit are returned to the 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 Bank of America to effectively assume the obligations of 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 Bank of America a Lender acting as L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America such Lender may, upon 30 days’ notice to Borrower the Company and the Lenders, resign as L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as L/C Issuer and Swing Line LenderIssuer, Borrower the Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender hereunder; provided provided, however, that no failure by Borrower the Borrowers to appoint any such successor shall affect the resignation of Bank of America the applicable Lender as L/C Issuer, as the case may be. Any such appointment of a successor L/C Issuer and Swing Line Lenderby the Borrowers pursuant to this Section 10.06 shall not become effective until acceptance of the appointment by the successor L/C Issuer. If Bank of America 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 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)). 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 Issuer and/or Swing Line LenderIssuer, (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 Swing Line Lender Issuer, and (b) unless all outstanding Letters of Credit are returned to the 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 Bank of America the applicable resigning L/C Issuer to effectively assume the obligations of Bank of America 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 Bank of America Capital One assigns all of its Commitment Commitments and Loans pursuant to subsection (b) aboveSection 10.06(b), Bank of America Capital One may, upon 30 days’ notice to the Parent Borrower and the Lenders, resign as an L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as an L/C Issuer and Swing Line LenderIssuer, Borrower the Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender hereunder; provided provided, however, that no failure by Borrower the Borrowers to appoint any such successor shall affect the resignation of Bank of America Capital One as an L/C Issuer and Swing Line LenderIssuer. If Bank of America Capital One resigns as an L/C Issuer, 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 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 Bank of America such Lender resigns as Swing Line LenderL/C Issuer, it shall retain all the rights and obligations of the Swing Line Lender provided for an L/C Issuer hereunder with respect to Swing Line Loans made all Letters of Credit issued by it and outstanding as of the effective date of such resignation, 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 Committed Loans or fund risk participations in the aggregate amount of outstanding Swing Line Loans pursuant reimbursement obligations with respect to Section 2.04(c)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 and/or Swing Line LenderIssuer, (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 Swing Line Lender Issuer, and (b) unless all outstanding Letters of Credit are returned to the 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 Bank of America the retiring L/C Issuer to effectively assume the obligations of Bank of America 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 Bank of America Capital One assigns all of its Commitment Commitments and Loans pursuant to subsection (b) aboveSection 10.06(b), Bank of America Capital One may, upon 30 days’ notice to the Parent Borrower and the Lenders, resign as an L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as an L/C Issuer and Swing Line LenderIssuer, Borrower the Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender hereunder; provided provided, however, that no failure by Borrower the Borrowers to appoint any such successor shall affect the resignation of Bank of America Capital One as an L/C Issuer and Swing Line LenderIssuer. If Bank of America Capital One resigns as an L/C Issuer, 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 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 Bank of America such Lender resigns as Swing Line LenderL/C Issuer, it shall retain all the rights and obligations of the Swing Line Lender provided for an L/C Issuer hereunder with respect to Swing Line Loans made all Letters of Credit issued by it and outstanding as of the effective date of such resignation, 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 Committed Loans or fund risk participations in the aggregate amount of outstanding Swing Line Loans pursuant reimbursement obligations with respect to Section 2.04(cLetters 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 and/or Swing Line LenderIssuer, (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 Swing Line Lender Issuer, and (b) unless all outstanding Letters of Credit are returned to the 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 Bank of America the retiring L/C Issuer to effectively assume the obligations of Bank of America 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 Bank of America ING Capital LLC assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Bank of America ING Capital LLC may, (i) upon 30 thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as L/C Issuer and Swing Line LenderIssuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender hereunder; provided provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America ING Capital LLC as L/C Issuer and Swing Line LenderIssuer. If Bank of America ING Capital 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 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 LIBOR 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 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 Issuer and/or Swing Line LenderIssuer, (aA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender , as the case may be, and (bB) unless all outstanding Letters of Credit are returned to the 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 Bank of America to the ING Capital LLC effectively assume the obligations of Bank of America original LC/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 the Lender assigns all of its Commitment and Loans pursuant to subsection (ba) above, Bank of America may, upon 30 days’ notice to Borrower and the Lenders, Wxxxx Fargo may resign as L/C Issuer and Swing Line Lenderupon thirty (30) days prior written notice to the Lead Borrower. In the event of any such resignation as L/C Issuer and Swing Line LenderIssuer, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender hereunderIssuer; provided provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Bank of America Wxxxx Fargo as 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 Swing Line Lenderis willing to accept such appointment. If Bank of America 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 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)). 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 Issuer and/or Swing Line LenderIssuer, (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 Swing Line Lender Issuer, and (b) unless all outstanding Letters of Credit are returned to the 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 Bank of America Wxxxx Fargo to effectively assume the obligations of Bank of America 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 Xxxxx Fargo Bank of America assigns all of its Commitment Commitments and Loans pursuant to subsection (b) above, Xxxxx Fargo Bank of America may, upon 30 thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as L/C Issuer and Swing Line LenderIssuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender hereunder; provided provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Xxxxx Fargo Bank of America as L/C Issuer and Swing Line LenderIssuer. If Xxxxx Fargo 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 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 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 Issuer and/or Swing Line LenderIssuer, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender and (b2) unless all outstanding Letters of Credit are returned to the 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 Xxxxx Fargo Bank of America to effectively assume the obligations of Xxxxx Fargo 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 Wxxxx Fargo Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Wxxxx Fargo Bank of America may, upon 30 thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as L/C Issuer and Swing Line LenderIssuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender hereunder; provided provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Wxxxx Fargo Bank of America as L/C Issuer and Swing Line LenderIssuer, as the case may be. If Wxxxx Fargo Bank of America 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 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)). 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 Issuer and/or Swing Line LenderIssuer, (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 Swing Line Lender Issuer, and (b) unless all outstanding Letters of Credit are returned to the 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 Wxxxx Fargo Bank of America to effectively assume the obligations of Wxxxx Fargo Bank with respect to such Letters of America 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 resigning L/C Issuer to effectively assume the obligations of 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 Bank of America a Lender assigns all of its Commitment and Revolving Loans pursuant to subsection (b) above, Bank of America such Lender may, (i) upon 30 ten (10) days’ notice to Borrower the Borrowers and the Lenders, resign as L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as L/C Issuer and Swing Line LenderIssuer, Borrower the 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 Swing Line Lender hereundersuch Lender; provided provided, however, that no failure by Borrower the Borrowers to appoint any such successor shall affect the resignation of Bank of America such Lender as L/C Issuer and Swing Line LenderIssuer. If Bank of America 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)). 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 Issuer and/or Swing Line LenderIssuer, (aA) such successor shall succeed to and become vested with all of the [***] 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 and Swing Line Lender and Issuer, (bB) unless all outstanding Letters of Credit are returned to the retiring L/C Issuer, 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 CreditCredit issued by the retiring L/C Issuer, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America the retiring L/C Issuer to effectively assume the obligations of Bank of America 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 Bank of America a Lender that is an L/C Issuer assigns all of its Commitment Commitments and Loans pursuant to subsection (b) above, Bank of America such Lender may, upon 30 thirty (30) days’ notice to the Parent Borrower and the Lenders, resign as an L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as an L/C Issuer and Swing Line LenderIssuer, 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 and Swing Line Lender hereunder; provided provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of Bank of America such Lender as an L/C Issuer and Swing Line LenderIssuer. If Bank of America any Lender resigns 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 Revolving Lenders to make Base Rate Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.03(b)). 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 Issuer and/or Swing Line LenderIssuer, (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 Swing Line Lender Issuer, and (b) unless all outstanding Letters of Credit are returned to the L/C Issuer, 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 Bank of America the resigning L/C Issuer to effectively assume the obligations of Bank of America 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 Bank of America Xxxxx Fargo assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), Bank of America Xxxxx Fargo may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as L/C Issuer and Swing Line LenderIssuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender hereunder; provided provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America Xxxxx Fargo as L/C Issuer and Swing Line LenderIssuer. If Bank of America 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 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 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 Issuer and/or Swing Line LenderIssuer, (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 Swing Line Lender Issuer, and (b) unless all outstanding Letters of Credit are returned to the 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 Bank of America Xxxxx Fargo to effectively assume the obligations of Bank of America 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 Xxxxx Fargo Bank of America assigns all of its Commitment Commitments and Loans pursuant to subsection (b) aboveSection 10.06(b), Xxxxx Fargo Bank of America may, upon 30 days’ ' notice to the Parent Borrower and the Lenders, resign as an L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as an L/C Issuer and Swing Line LenderIssuer, Borrower the Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender hereunder; provided provided, however, that no failure by Borrower the Borrowers to appoint any such successor shall affect the resignation of Xxxxx Fargo Bank of America as an L/C Issuer and Swing Line LenderIssuer. If Xxxxx Fargo Bank of America resigns as an L/C Issuer, 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 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 Bank of America such Lender resigns as Swing Line LenderL/C Issuer, it shall retain all the rights and obligations of the Swing Line Lender provided for an L/C Issuer hereunder with respect to Swing Line Loans made all Letters of Credit issued by it and outstanding as of the effective date of such resignation, 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 Committed Loans or fund risk participations in the aggregate amount of outstanding Swing Line Loans pursuant reimbursement obligations with respect to Section 2.04(c)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 and/or Swing Line LenderIssuer, (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 Swing Line Lender Issuer, and (b) unless all outstanding Letters of Credit are returned to the 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 Bank of America the retiring L/C Issuer to effectively assume the obligations of Bank of America 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 Bank of America a Lender assigns all of its Commitment and Revolving Loans pursuant to subsection (b) above, Bank of America such Lender may, (i) upon 30 ten (10) days’ notice to the Borrower and the Lenders, resign as L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as L/C Issuer and Swing Line LenderIssuer, 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 Swing Line Lender hereundersuch Xxxxxx; provided provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America such Xxxxxx as L/C Issuer and Swing Line LenderIssuer. If Bank of America such 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)). 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 Issuer and/or Swing Line LenderIssuer, (aA) such successor shall succeed to and become vested with all of the [***] = 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 and Swing Line Lender and Issuer, (bB) unless all outstanding Letters of Credit are returned to the retiring L/C Issuer, 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 CreditCredit issued by the retiring L/C Issuer, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America the retiring L/C Issuer to effectively assume the obligations of Bank of America the retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer after Assignment. (i) If at any time any L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) , after giving effect thereto, such L/C Issuer’s L/C Commitment exceeds its Revolving Credit Commitment (as a Revolving Credit Lender), then such L/C Issuer’s L/C Commitment shall automatically be reduced to the greater of (A) the amount of its Revolving Credit Commitment (as a Revolving Credit Lender) and (B) the Outstanding Amount of all Letters of Credit issued by such L/C Issuer at the time of such assignment. Such L/C Issuer’s L/C Commitment shall be further reduced by the amount of each Letter of Credit issued by such L/C Issuer that terminates or expires in accordance with its terms after such assignment until such time as such L/C Issuer’s L/C Commitment is equal to its Revolving Credit Commitment (as a Revolving Credit Lender). (ii) Notwithstanding anything to the contrary contained herein, if at any time Bank of America any L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, Bank of America such L/C Issuer may, upon 30 thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as an L/C Issuer and Swing Line LenderIssuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender hereunder; provided provided, however, that no failure by Borrower Xxxxxxxx to appoint any such successor shall affect the resignation of Bank of America as the applicable L/C Issuer and Swing Line Lenderas an L/C Issuer. If Bank of America the applicable L/C Issuer resigns 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 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(c2.04(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 Issuer and/or Swing Line LenderIssuer, (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 Swing Line Lender Issuer, and (b) unless all outstanding Letters of Credit are returned to the L/C Issuer, 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 Bank of America the applicable retiring L/C Issuer to effectively assume the obligations of Bank of America 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 Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and 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 Issuer and or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer and or Swing Line Lender hereunderhereunder (subject to such Lender’s consent to such appointment); provided provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer and or Swing Line Lender, as the case may be. If 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 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 Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and or Swing Line Lender Lender, as the case may be and (b) unless all outstanding Letters of Credit are returned to the L/C Issuer, the successor L/C Issuer or Swing Line Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of 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 Bank of America any L/C Issuer assigns all of its Commitment and Committed Loans pursuant to subsection (b) above, Bank of America such L/C Issuer may, upon 30 days’ notice to Borrower the Company and the Lenders, resign as an L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as an L/C Issuer and Swing Line LenderIssuer, Borrower the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender hereunder; provided provided, however, that (x) no failure by Borrower the Company to appoint any such successor shall affect the resignation of Bank of America as any L/C Issuer and Swing Line Lender(y) no such appointment shall be effective without the consent of the appointed L/C Issuer, as the case may be. If Bank of America any L/C Issuer resigns as an L/C Issuer, 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 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 Issuer and/or Swing Line LenderIssuer, (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 Swing Line Lender Issuer, and (b) unless all outstanding Letters of Credit are returned to the 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 Bank of America the retiring L/C Issuer to effectively assume the obligations of Bank of America 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 Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America the L/C Issuer may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and Swing Line LenderIssuer. In the event of any such resignation as L/C Issuer and Swing Line LenderIssuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender hereunder; provided provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America America, as L/C Issuer and Swing Line LenderIssuer. If 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 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 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 Issuer and/or Swing Line LenderIssuer, (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 Swing Line Lender and (b) unless all outstanding Letters of Credit are returned to the 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 Bank of America the retiring L/C Issuer to effectively assume the obligations of Bank of America the retiring L/C Issuer with respect to such Letters of Credit. (i) Within ten (10) days after: (i) any Lender becoming a Defaulting Lender hereunder or (ii) any Lender becoming a “Defaulting Lender” under and as defined in the Pre- Petition Credit Agreement, the Administrative Agent may notify such Defaulting Lender or such “Defaulting Lender”, as the case may be, of the Administrative Agent’s intention to obtain, at the Defaulting Lender’s (or “Defaulting Lender’s”, as the case may be) expense, a replacement Lender (“Replacement Lender”) for such Defaulting Lender (or “Defaulting Lender”, as the case may be). In the event the Administrative Agent obtains a Replacement Lender within forty-five