Common use of Resignation as L/C Issuer or Swing Line Lender after Assignment Clause in Contracts

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender may, (i) upon thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 a Xxxxxx resigns as Swing Line Lender, it shall retain all the rights as a 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 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, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender to effectively assume the obligations of such Lender with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender Person assigns all of its Commitment and Loans pursuant to subsection (b) aboveabove and such Person is the Swing Line Lender or an L/C Issuer (an “Assigning Swing Line L/C Lender”), such Lender Person may, as applicable, (i) upon thirty 30 days’ notice to the Borrower Company and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty 30 days’ notice to the BorrowerCompany, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Borrower shall Company will be entitled to appoint from among the Lenders a successor L/C Issuer Issuers or a successor Swing Line Lender hereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall will affect the resignation of such the applicable Assigning Swing Line L/C Lender as an L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx an Assigning Swing Line L/C Lender resigns as an L/C Issuer, it shall will retain all the rights, powers, privileges and duties of a an L/C Issuer hereunder with respect to all Letters of Credit 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)). If a Xxxxxx an Assigning Swing Line L/C Lender resigns as Swing Line Lender, it shall will retain all the rights as a 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 Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (1a) such successor shall will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall will issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Assigning Swing Line L/C Lender to effectively assume the obligations of such Assigning Swing Line L/C Lender with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender Royal Bank assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), such Lender Royal Bank may, (i) upon thirty 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty 30 days’ notice to the Borrower, resign as Swing Line LenderLender and/or (iii) upon 30 days’ notice to the Borrower, resign as Collateral Agent. In the event of any such resignation as of an L/C Issuer or Issuer, the Swing Line LenderLender 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 Issuer, Swing Line Lender hereunderor Collateral Agent hereunder (as 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 Issuer or Issuer, Swing Line LenderLender or Collateral Agent, as the case may be. If a Xxxxxx an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of a an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Xxxxxx Royal Bank resigns as Swing Line Lender, it shall retain all the rights as a 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 Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). If Royal Bank 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 Issuer and/or Swing Line LenderLender and/or Collateral Agent (as applicable), (1A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Issuer, Swing Line LenderLender or Collateral Agent, as the case may be, and (2B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender relevant L/C Issuer to effectively assume the obligations of such Lender the relevant L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a the Swingline Lender acting (in its capacity as a Lender) or any L/C Issuer or Swing Line Lender (in its capacity as Lender) assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender may, (i) such L/C Issuer may, upon thirty 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) the Swingline Lender may, upon thirty 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, as the case may be, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender Lender, as the case may be, hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as L/C Issuer or the Swing Line Lender, as the case may be. If a Xxxxxx any L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Xxxxxx the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights as a 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, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender retiring L/C Issuer to effectively assume the obligations of such Lender L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender KeyBank assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender KeyBank may, (i) upon thirty 30 days’ notice to the Borrower Borrowers and the Lenders, resign as L/C Issuer and/or (ii) upon thirty 30 days’ notice to the BorrowerBorrowers, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of such Lender KeyBank as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx KeyBank resigns as an L/C Issuer, it shall retain all the rights, powers, privileges rights and duties obligations of a 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 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 a Xxxxxx KeyBank resigns as Swing Line Lender, it shall retain all the rights as a and obligations 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 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, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender to effectively assume the obligations of such Lender with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if (i) at any time a Lender acting Citibank assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank may, (A) upon 30 days’ notice to the Borrower and the Lenders, resign as a L/C Issuer, and/or (B) 30 days’ notice to the Borrower and the Lenders, resign as Swing Line Lender, and (ii) at any time any other L/C Issuer or Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender L/C Issuer may, (i) upon thirty 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days’ notice to the Borrower, resign as Swing Line LenderIssuer. In the event of any such resignation as L/C Issuer 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank or such Lender other L/C Issuer, as applicable, as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx Citibank or any other L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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(c2.04(c)). If a Xxxxxx Citibank resigns as Swing Line Lender, it shall retain all the rights as a 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(c2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line LenderLender and the written acceptance by such successor of such appointment, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender retiring L/C Issuer to effectively assume the obligations of such Lender the retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a any Lender acting that also serves as a the L/C Issuer or the Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender may, as applicable, (i) upon thirty 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty 30 days’ notice to the Borrower, resign as the Swing Line Lender. In the event of any such resignation as L/C Issuer 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; provided such Lender agrees to become an L/C Issuer or the Swing Line Lender, as the case may be; provided, howeverfurther, that no failure by the Borrower to appoint any such successor or such Lender accepting such appointment shall affect the resignation of such resigning Lender as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx Lender resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 a Xxxxxx Lender resigns as Swing Line Lender, it shall retain all the rights as a 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, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender resigning L/C Issuer to effectively assume the obligations of such Lender the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Bank of America or any other Lender acting as a that is an L/C Issuer or Swing Line Lender hereunder (each, a “Resigning Lender”), as applicable, assigns all of its Commitment and Loans pursuant to subsection (b) above, such Resigning Lender may, (i) upon thirty 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Resigning Lender as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx such Resigning Lender resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 \52073062 Section 2.03(c2.04(c)). If a Xxxxxx such Resigning Lender resigns as Swing Line Lender, it shall retain all the rights as a 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(c2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable such Resigning Lender to effectively assume the obligations of such Lender Resigning Lender, as an L/C Issuer, with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a that is an L/C Issuer or and/or a Swing Line Lender assigns all of its Commitment Commitments and Loans pursuant to subsection (b) above, such Lender may, (i) upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrower, resign as a Swing Line Lender. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, the Borrower shall be entitled to appoint from among the Revolving Lenders (with the Administrative Agent’s consent and the applicable Revolving Lender’s consent) a successor L/C Issuer or and/or a successor Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as an L/C Issuer or and/or a Swing Line Lender, as the case may be. If a Xxxxxx any Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of a an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Committed Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.03(b)). If a Xxxxxx any Lender resigns as a Swing Line Lender, it shall retain all the rights as of a 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 Revolving Lenders to make Base Rate Committed Revolving 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 a successor Swing Line Lender, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or and/or Swing Line LenderLine, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such succession or make other arrangements reasonably satisfactory to the applicable Lender resigning L/C Issuer to effectively assume the obligations of such Lender the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender Citizensany Person acting as a L/C Issuer or Swing Line Lender assigns all of its Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), such Citizenssuch Person acting as L/C Issuer or Swing Line Lender may, (i) upon thirty 30 days’ notice to the Borrower Partnership and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty 30 days’ notice to the BorrowerPartnership, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, - 135 - 885707.04-LACSR02A - MSW NAI-1535672020v11535672020v8 the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor and no failure by any Lender to accept such appointment shall affect the resignation of such Lender Citizensany Person acting as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx Citizensany Person resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of a L/C Issuer hereunder with respect to all Letters of Credit 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 RateABR Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Xxxxxx Citizens resigns as Swing Line Lender, it shall retain all the rights as a 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 RateABR 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 and the acceptance by such successor L/C Issuer and/or Swing Line Lender, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender Citizensthe retiring L/C Issuer to effectively assume the obligations of such Lender Citizenssuch retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender may, (i) upon thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx Lender resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a L/C Issuer hereunder with respect to all Letters 111 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 a Xxxxxx Lender resigns as Swing Line Lender, it shall retain all the rights as a 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 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, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender to effectively assume the obligations of such Lender with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender Xxxxx Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender Xxxxx Fargo may, (i) upon thirty 30 days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty 30 days’ notice to the BorrowerLead Xxxxxxxx, Xxxxx Fargo may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of such Lender Xxxxx Fargo as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx Wells Fargo resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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))thereto. If a Xxxxxx Xxxxx Fargo resigns as Swing Line Lender, it shall retain all the rights as a 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 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, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender Xxxxx Fargo to effectively assume the obligations of such Lender Xxxxx Fargo with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender U.S. Bank assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender U.S. Bank may, (i) upon thirty 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders Xxxxxxx a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender U.S. Bank as an L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx U.S. Bank resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of a an L/C Issuer hereunder with respect to all Letters of Credit 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 Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.04(c)). If a Xxxxxx U.S. Bank resigns as Swing Line Lender, it shall retain all the rights as a 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender U.S. Bank to effectively assume the obligations of such Lender U.S. Bank with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a JPMorgan or any other L/C Issuer or Swing Line Lender assigns all of its Commitment Revolving Credit Commitments and Revolving Credit Loans pursuant to subsection (b) above, such Lender maySection 10.06(b), (i) such L/C Issuer may upon thirty 30 days’ notice to the Borrower Company and the Lenders, resign as an L/C Issuer and/or (ii) JPMorgan may upon thirty 30 days’ notice to the Borrower, Company resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer (so long as such appointee agrees to act as an L/C Issuer hereunder) or Swing Line Lender hereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of such Lender JPMorgan or any other L/C Issuer as an L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx any L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a the L/C Issuer Issuers hereunder with respect to all Letters of Credit 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 a Xxxxxx JPMorgan resigns as Swing Line Lender, it shall retain all the rights as a 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 Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment and acceptance of a successor L/C Issuer and/or or Swing Line Lender, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) in the case of the appointment and acceptance of a successor L/C Issuer, the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender retiring L/C Issuer to effectively assume the obligations of such Lender retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Truist Bank assigns all of its Commitments and Loans pursuant to Section 10.06(b), Truist Bank may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer 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 or Swing Line Lender, the Xxxxxxxx shall be entitled to appoint from among the Lenders (who agree to serve, in their respective sole discretion) a Lender acting as a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Truist Bank as L/C Issuer or Swing Line Lender, as the case may be. If Truist Bank 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 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 Truist Bank resigns as Swing Line Lender, it shall retain all the rights of a 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 Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). In addition, notwithstanding anything to the contrary contained herein, if at any time any other L/C Issuer or Swing Line Lender, in its capacity as Lender, assigns all of its Commitment Commitments and Loans pursuant to subsection (b) aboveSection 10.06(b), such Lender Xxxxxx may, (i) upon thirty 30 days’ notice to the Borrower and the other Lenders, resign as L/C Issuer and/or (ii) upon thirty 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders (subject to such Xxxxxx’s acceptance of such appointment) a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as L/C Issuer or Swing Line Lender, as the case may be. If a such Xxxxxx resigns as L/C Issuer, it shall retain all the rights, powers, privileges rights and duties obligations of a 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 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 a such Xxxxxx resigns as a Swing Line Lender, it shall retain all the rights as of a 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 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, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender retiring L/C Issuer to effectively assume the obligations of such Lender retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender Wxxxx Fargo assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Lender Wxxxx Fargo may, (i) upon thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender Wxxxx Fargo as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx Wxxxx Fargo resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 a Xxxxxx Wxxxx Fargo resigns as Swing Line Lender, it shall retain all the rights as a 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 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, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender Wxxxx Fargo to effectively assume the obligations of such Lender Wxxxx Fargo with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a an L/C Issuer or the Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (ba) above, such Lender L/C Issuer or Swing Line Lender, as applicable, may, (i) upon thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx an L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a such 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 Floating Rate Loans Advances or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)participations). If a the Swing Line Xxxxxx resigns as Swing Line Lender, it shall retain all the rights as a 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 Floating Rate Loans Advances or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c)participations. Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender resigning L/C Issuer to effectively assume the obligations of such Lender the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender Royal Bank assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), such Lender Royal Bank may, (i) upon thirty 30 days’ notice to the Borrower Representative and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty 30 days’ notice to the BorrowerBorrower Representative, resign as Swing Line LenderLender and/or (iii) upon 30 days’ notice to the Borrower Representative, resign as Collateral Agent. In the event of any such resignation as of an L/C Issuer or Issuer, the Swing Line LenderLender or Collateral Agent, the Borrower Representative shall be entitled to appoint from among the Lenders willing to accept its appointment a successor L/C Issuer or Issuer, Swing Line Lender hereunderor Collateral Agent hereunder (as applicable); provided, however, that no failure by the Borrower Representative to appoint any such successor shall affect the resignation of such Lender as the relevant L/C Issuer or Issuer, Swing Line LenderLender or Collateral Agent, as the case may be. If a Xxxxxx an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of a an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Xxxxxx Royal Bank resigns as Swing Line Lender, it shall retain all the rights as a 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 Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). If Royal Bank 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 Issuer and/or Swing Line LenderLender and/or Collateral Agent (as applicable), (1A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Issuer, Swing Line LenderLender or Collateral Agent, as the case may be, and (2B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender relevant L/C Issuer to effectively assume the obligations of such Lender the relevant L/C Issuer with respect to such Letters of Credit.. 172

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender Wxxxx Fargo Retail Finance, LLC assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender may, (i) Wxxxx Fargo Bank may upon thirty (30) days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) Wxxxx Fargo Retail Finance, LLC upon thirty 30 days’ notice to the Lead Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of such Lender Wxxxx Fargo Bank as L/C Issuer or Wxxxx Fargo Retail Finance, LLC as Swing Line Lender, as the case may be. If a Xxxxxx Wxxxx Fargo Bank resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 a Xxxxxx Wxxxx Fargo Retail Finance, LLC resigns as Swing Line Lender, it shall retain all the rights as a 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 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, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender Wxxxx Fargo Bank to effectively assume the obligations of such Lender Wxxxx Fargo Bank with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender Wachovia Bank assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender L/C Issuer may, (i) upon thirty 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or and (ii) upon thirty 30 days’ notice to the BorrowerBorrower and the Lenders, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender Wachovia Bank, as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx Wachovia Bank resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 a Xxxxxx Wachovia Bank resigns as Swing Line Lender, it shall retain all the rights as a rights, powers, privileges and duties of the Swing Line Lender provided for hereunder with respect to all Swing Line Loans made by it and outstanding as of the effective date of such resignationits resignation as Swing Line Lender, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c2.03(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender retiring L/C Issuer to effectively assume the obligations of such Lender the retiring L/C Issuer with respect to such Letters of Credit.. 108 [AMENDED AND RESTATED CREDIT AGREEMENT]

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a an L/C Issuer or the Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such L/C Issuer or Swing Line Lender may, as applicable, (i) upon thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such an L/C Issuer or a Swing Line Lender as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx an L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a such 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 a Xxxxxx the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights as a 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 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, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable resigning L/C Issuer or Swing Line Lender to effectively assume the obligations of such Lender the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or the Swing Line Lender assigns all of its Revolving Commitment and Committed Revolving Loans pursuant to subsection (b) above, such Lender mayL/C Issuer or the Swing Line Lender, as applicable, may (i) upon thirty (30) calendar days’ notice to the Borrower Administrative Agent, the Company and the Lenders, resign as an L/C Issuer Issuer, and/or (ii) upon thirty (30) calendar days’ notice to the BorrowerCompany, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, howeverthat, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of such Lender as L/C Issuer or the Swing Line Lender, as the case may be. If a Xxxxxx an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 Committed Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.03(f)). If a Xxxxxx Bank of America resigns as the Swing Line Lender, it shall retain all the rights as a 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 Revolving Lenders to make Committed Revolving Loans that are Base Rate 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, (1A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2B) the successor L/C Issuer shall issue 124 letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the applicable Lender resigning L/C Issuer to effectively assume the obligations of such Lender L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a any L/C Issuer or Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender may, (i) such L/C Issuer may, upon thirty 30 days’ ' notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) such Swing Line Lender may, upon thirty 30 days’ ' notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender entity as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx any L/C Issuer resigns as L/C Issuer, it such retiring L/C Issuer shall retain all the rights, powers, privileges and duties of a the L/C Issuer hereunder with respect to all Letters of Credit outstanding and Bankers' Acceptances issued by it and outstanding, and all Bankers' Acceptances issuable under any Acceptance Credits outstanding, as of the effective date of its resignation as L/C Issuer and all L/C C- BA Obligations with respect thereto (including the right to require the Lenders to make Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Xxxxxx any Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights as a 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 Revolving Loans that are Base Rate 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, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender L/C Issuer to effectively assume the obligations of such Lender L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender Xxxxx Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender Xxxxx Fargo may, (i) upon thirty 30 days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty 30 days’ notice to the Lead Borrower, Xxxxx Fargo may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of such Lender Xxxxx Fargo as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx Xxxxx Fargo resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 a Xxxxxx Xxxxx Fargo resigns as Swing Line -134- Lender, it shall retain all the rights as a 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 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, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender Xxxxx Fargo to effectively assume the obligations of such Lender Xxxxx Fargo with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a an L/C Issuer or the Swing Line Lender assigns all of its Revolving A Commitment and Revolving A Loans pursuant to subsection (b) above, such Lender may, (i) upon thirty days’ notice to the Borrower Company and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty days’ notice to the BorrowerCompany, resign as the Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line Lender, the Borrower Company shall be entitled to appoint from among the Lenders (with such Lender’s consent) a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that (x) no failure by the Borrower Company to appoint any such successor shall affect the resignation of such Lender as an L/C Issuer or the Swing Line Lender, as the case may be, and (y) any successor L/C Issuer must be approved by the Administrative Agent (such approval to not be unreasonably withheld, conditioned or delayed). If a Xxxxxx Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of a an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Xxxxxx Lender resigns as the Swing Line Lender, it shall retain all the rights as a 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 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, (1) and the acceptance of such appointment by the applicable Lender, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning L/C Issuer or Swing Line Lender, as the case may be. At the option of the Company, and (2) the a successor L/C Issuer or another existing 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 resignation or make other arrangements satisfactory to the applicable Lender resigning L/C Issuer to effectively assume the obligations of such Lender the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender Barclays assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), such Lender Barclays may, (i) upon thirty 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender Barclays as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx Barclays resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 a Xxxxxx Barclays resigns as Swing Line Lender, it shall retain all the rights as a 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 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 or Swing Line Lender, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender Barclays to effectively assume the obligations of such Lender Barclays with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting serving as a an L/C Issuer or the Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, such Lender may, (i) upon thirty 30 days’ notice to the Borrower and the other Lenders, resign as an L/C Issuer and/or (ii) upon thirty 30 days’ notice to the Borrower, resign as the Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Revolving Credit Lenders a successor L/C Issuer or Swing Line Lender hereunderhereunder if such Revolving Credit Lender is willing to act in such capacity; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender the retiring entity as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx any entity serving as L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of a an L/C Issuer hereunder with respect to all Letters of Credit 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 a Xxxxxx the entity serving as Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights as a 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 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 LenderLender and the acceptance of such appointment by such successor, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, be and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the applicable Lender retiring L/C Issuer to effectively assume the obligations of such Lender L/C Issuer with respect to such Letters of Credit.. 165

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, (i) if at any time a Lender acting as a the Person that is the L/C Issuer or the Swing Line Lender assigns all of its Commitment Revolving Credit Commitments and Revolving Credit Loans pursuant to subsection (b) aboveSection 11.06(b), such Lender Person may, (iA) (in the case where such Person is the L/C Issuer) upon thirty 30 days’ notice to the Borrower Borrowers and the Lenders, resign as L/C Issuer and/or and (iiB) (in the case where such Person is the Swing Line Lender) upon thirty 30 days’ notice to the BorrowerBorrowers and the Lenders, resign as Swing Line LenderLender and (ii) in addition to clause (i), each of the L/C Issuer and the Swing Line Lender may, at any time on or prior to the date falling 5 Business Days after the Cut-off Date, by written notice to the Borrowers and the Lenders resign as L/C Issuer or (as the case may be) Swing Line Lender with immediate effect. In the event of any such resignation as L/C Issuer or and/or Swing Line Lender, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer or and/or Swing Line Lender hereunder; provided(as the case may be) hereunder (whereupon such successor shall, howeversubject to the following provisions of this clause (g) have all the rights and obligations of the L/C Issuer and/or the Swing Line Lender (as the case may be) under the Loan Documents), provided that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender is obliged to act as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx any Person resigns as L/C Issuer, it shall retain all the rights, powers, privileges rights and duties obligations of a 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 a Xxxxxx any Person resigns as Swing Line Lender, it shall retain all the rights as a 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 Revolving Credit Loans to repay 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, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender to effectively assume the obligations of such Lender with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a that is an L/C Issuer or the Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 11.06(b), such L/C Issuer or the Swing Line Lender may, may (i) upon thirty 30 days’ notice to the Parent Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty 30 days’ notice to the BorrowerParent Xxxxxxxx, resign as the Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line Lender, the Parent Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of such Lender as an L/C Issuer or the Swing Line Lender, as the case may be. If a Xxxxxx Lender that is an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of a the L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.04(c)). If a Xxxxxx Lender that is the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights as a 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 Loans or fund risk participations in outstanding Swing Line Loans 161 pursuant to Section 2.04(c2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender retiring L/C Issuer to effectively assume the obligations of such Lender retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender JPMorgan Chase Bank assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 11.06(b), such Lender JPMorgan Chase Bank may, (i) upon thirty (30) days’ notice to the Borrower Company and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the BorrowerCompany, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of such Lender JPMorgan Chase Bank as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx JPMorgan Chase Bank resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 a Xxxxxx JPMorgan Chase Bank resigns as Swing Line Lender, it shall retain all the rights as a 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 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, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender JPMorgan Chase Bank to effectively assume the obligations of such Lender JPMorgan Chase Bank with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a any Revolving Credit Lender acting as a Swing Line Lender or L/C Issuer or Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, such Revolving Credit Lender may, (i) upon thirty 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Revolving Credit Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such the resigning Revolving Credit Lender as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx Revolving Credit Lender resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 Revolving Credit Lenders to make Base Rate Revolving Credit Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Xxxxxx Revolving Credit Lender resigns as Swing 150 Line Lender, it shall retain all the rights as a 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 Revolving Credit Lenders to make Base Rate Revolving Credit 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, (1a) such successor shall shall, subject to the foregoing two sentences, succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable resigning Revolving Credit Lender to effectively assume the obligations of such the resigning Revolving Credit Lender with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender Wxxxx Fargo assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Lender Wxxxx Fargo may, (i) upon thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days’ notice to the Borrower, resign as Swing Line LenderLxxxxx. In the event of any such resignation as L/C Issuer 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender Wxxxx Fargo as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx Wells Fargo resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 a Xxxxxx Wxxxx Fargo resigns as Swing Line Lender, it shall retain all the rights as a 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 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, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender Wxxxx Fargo to effectively assume the obligations of such Lender Wxxxx Fargo with respect to such Letters of Credit.. 117

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting Xxxxx Fargo Bank, National Association (as a L/C Issuer or Swing Line Lender successor by merger to Xxxxx Fargo Retail Finance, LLC) assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender Xxxxx Fargo may, (i) upon thirty 30 days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty 30 days’ notice to the Lead Borrower, Xxxxx Fargo Retail Finance II, LLC may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of such Lender Xxxxx Fargo as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx Xxxxx Fargo resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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(c2.03(ce)). If a Xxxxxx Xxxxx Fargo Bank, National Association (as successor by merger to Xxxxx Fargo Retail Finance, LLC) resigns as Swing Line Lender, it shall retain all the rights as a 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 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, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender Xxxxx Fargo to effectively assume the obligations of such Lender Xxxxx Fargo with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a Citibank, N.A. or any other L/C Issuer or Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender Citibank, N.A. or any other L/C Issuer may, (i) upon thirty (A) 30 days’ notice to the Borrower and the LendersLenders (or such shorter time as the applicable resigning L/C Issuer, successor L/C Issuer, Borrower and Administrative Agent may agree) and (B) the appointment of a successor L/C Issuer and satisfaction of the requirements of the penultimate sentence of this Section 10.06(h), resign as L/C Issuer and/or (ii) upon thirty 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of notice of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders (or a Person who will become a Lender) and their Affiliates a successor L/C Issuer who agrees to assume all such rights, powers, privileges and duties of the resigning L/C Issuer, including with respect to its L/C Issuance Limit or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Swing Line Lender as or the resignation of the L/C Issuer if the resigning L/C Issuer finds a replacement L/C Issuer that is an Eligible L/C Issuer or, if not an Eligible L/C Issuer, that is reasonably acceptable to the Borrower (such acceptance not to be unreasonably withheld or Swing Line Lenderdelayed) who agrees to assume all such rights, as powers, privileges and duties of the case may beresigning L/C Issuer, including with respect to its L/C Issuance Limit). If a Xxxxxx an L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 Loans, fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)) and issue Letters of Credit pursuant to Section 2.03). If a Xxxxxx Citibank, N.A. resigns as Swing Line Lender, it shall retain all the rights as a of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date time of such resignation, including the right to require the Lenders to make Base Rate 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, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning L/C Issuer, including with respect to its L/C Issuance Limit, or Swing Line Lender, (b) the resigning L/C Issuer or Swing Line Lender shall be discharged from all of its respective duties and obligations hereunder or under the other Loan Documents, in its capacity as an L/C Issuer or Swing Line Lender, as the case may be, and (2c) the successor L/C Issuer shall issue letters Letters of credit Credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the applicable Lender resigning L/C Issuer and the Borrower (such acceptance not to unreasonably withheld or delayed) to effectively assume the obligations of such Lender L/C Issuer with respect to such Letters of Credit. In lieu of the appointment of a successor L/C Issuer pursuant to this Section 10.06(h), the Borrower may appoint one or more successor L/C Issuers to satisfy the requirements of this Section 10.06(h).

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender Xxxxx Fargo Bank assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender Xxxxx Fargo Bank may, (i) upon thirty 30 days’ notice to the Borrower Co-Borrowers and the Lenders, resign as L/C Issuer and/or (ii) upon thirty 30 days’ notice to the BorrowerCo-Borrowers, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower Co-Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower Co-Borrowers to appoint any such successor shall affect the resignation of such Lender Xxxxx Fargo Bank as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx Xxxxx Fargo Bank resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 a Xxxxxx Xxxxx Fargo Bank resigns as Swing Line Lender, it shall retain all the rights as a 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, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the applicable Lender Xxxxx Fargo Bank to effectively assume the obligations of such Lender Xxxxx Fargo Bank with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a that is an L/C Issuer or the Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (bSection 11.06(b) above, such Lender may, (i) upon thirty 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty 30 days’ notice to the Borrower, resign as the Swing Line Lender. In the event of any such resignation as an L/C Issuer or as the Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as an L/C Issuer or the Swing Line Lender, as the case may be. If a Xxxxxx any Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of a an L/C Issuer hereunder with respect to all Letters of Credit issued by it that are outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Xxxxxx any Lender resigns as the Swing Line Lender, it shall retain all the rights as a 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, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning L/C Issuer or the Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of CreditCredit issued by the resigning L/C Issuer, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender resigning L/C Issuer to 145 effectively assume the obligations of such Lender the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a that is an L/C Issuer or the Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 11.06(b), such L/C Issuer or the Swing Line Lender may, may (i) upon thirty 30 days’ notice to the Parent Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty 30 days’ notice to the Parent Borrower, resign as the Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line Lender, the Parent Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of such Lender as an L/C Issuer or the Swing Line Lender, as the case may be. If a Xxxxxx Lender that is an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of a the L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.04(c)). If a Xxxxxx Lender that is the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights as a 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 Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender retiring L/C Issuer to effectively assume the obligations of such Lender retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a CFC or another Lender acting serving as a an L/C Issuer or Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender may, (i) CFC or such other Lender, as the case may be, may, upon thirty days’ notice to the Borrower and the Lenders, resign as one of the L/C Issuer Issuers and/or (ii) CFC may, upon thirty days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such CFC or the other Lender as L/C Issuer or of CFC as Swing Line Lender, as the case may be. If a Xxxxxx CFC or another Lender resigns as L/C Issuer, it shall remain primarily obligated under, and shall retain all the rights, powers, privileges and duties of a an L/C Issuer hereunder with respect to to, all its 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(c2.3(c)). If a Xxxxxx CFC resigns as Swing Line Lender, it shall retain all the rights as a 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(c2.4(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable CFC or another Lender resigning as an L/C Issuer to effectively assume the obligations of CFC or such Lender other Lender, as the case may be, with respect to such Letters of Credit; provided, however, that in the case of any Bond Letter of Credit, such substitution shall comply with the Bond Documents applicable thereto and with Section 2.3(b).

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a Xxxxx Fargo (or any other L/C Issuer or Swing Line Lender Issuer) assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender may, (i) upon thirty (30) days’ notice to the Lead Borrower and the Lenders, Xxxxx Fargo (or such other L/C Issuer, as applicable) may resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Lead Borrower, Xxxxx Fargo may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunderhereunder in accordance with the terms hereof; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Xxxxx Fargo (or such Lender other L/C Issuer, as applicable) as L/C Issuer or Xxxxx Fargo as Swing Line Lender, as the case may be. If a Xxxxxx Xxxxx Fargo (or such other L/C Issuer, as applicable) resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a the L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as 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 a Xxxxxx Xxxxx Fargo resigns as Swing Line Lender, it shall retain all the rights as a 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 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, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender Xxxxx Fargo (or such other L/C Issuer, as applicable) to effectively assume the obligations of Xxxxx Fargo (or such Lender other L/C Issuer, as applicable) with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at (x) any time a Lender acting as a L/C Issuer or Swing Line Lender assigns may, upon thirty (30) calendar days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as an L/C Issuer; provided that, if such L/C Issuer has not assigned all of its Revolving Commitment and Committed Revolving Loans pursuant to subsection (b) above, then such Lender may, (i) upon thirty days’ notice resignation shall be subject to the Borrower appointment and the Lenders, resign as acceptance of a successor L/C Issuer and/or (iiy) if the Swing Line Lender assigns all of its Revolving Commitment and Committed Revolving Loans pursuant to subsection (b) above, the Swing Line Lender may, upon thirty (30) calendar days’ notice to the BorrowerAdministrative Agent, the Borrower and the Lenders, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, howeverthat, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as L/C Issuer or the Swing Line Lender, as the case may be, if such L/C Issuer or the Swing Line Lender, as the case may be, has assigned all of its Revolving Commitment and Committed Revolving Loans pursuant to subsection (b) above. If a Xxxxxx an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of a an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.03(f)). If a Xxxxxx PNC Bank resigns as the Swing Line Lender, it shall retain all the rights as a 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 Revolving Lenders to make Committed Revolving Loans that are Base Rate 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, (1A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the applicable Lender resigning L/C Issuer to effectively assume the obligations of such Lender L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender Truist Bank assigns all of its Commitment Commitments and Loans pursuant to subsection (b) aboveSection 10.06(b), such Lender Truist Bank may, (i) upon thirty 30 days’ notice to the Borrower and the Lenders, resign 134 as an L/C Issuer and/or (ii) upon thirty 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders (who agree to serve, in their respective sole discretion) a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Truist Bank as L/C Issuer or Swing Line Lender, as the case may be. If Truist Bank 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 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 Truist Bank resigns as Swing Line Lender, it shall retain all the rights of a 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 Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). In addition, notwithstanding anything to the contrary contained herein, if at any time any other L/C Issuer or Swing Line Lender, in its capacity as Lender, assigns all of its Commitments and Loans pursuant to Section 10.06(b), such Lender may, (i) upon 30 days’ notice to the Borrower and the other Lenders, resign as L/C Issuer 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 or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders (subject to such Lender’s acceptance of such appointment) a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx such Lender resigns as L/C Issuer, it shall retain all the rights, powers, privileges rights and duties obligations of a 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 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 a Xxxxxx such Lender resigns as a Swing Line Lender, it shall retain all the rights as of a 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 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, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender retiring L/C Issuer to effectively assume the obligations of such Lender retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or the Swing Line Lender assigns all of its Commitment and Committed Revolving Loans pursuant to subsection (b) above, such Lender mayL/C Issuer or the Swing Line Lender, as applicable, may (i) upon thirty (30) calendar days’ notice to the Borrower Administrative Agent, the Company and the Lenders, resign as an L/C Issuer Issuer, and/or (ii) upon thirty (30) calendar days’ notice to the BorrowerCompany, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, howeverthat, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of such Lender as L/C Issuer or the Swing Line Lender, as the case may be. If a Xxxxxx an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 Committed Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.03(f)). If a Xxxxxx Bank of America resigns as the Swing Line Lender, it shall retain all the rights as a 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 Committed Revolving Loans that are Base Rate 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, (1A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the applicable Lender resigning L/C Issuer to effectively assume the obligations of such Lender L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything Subject to the contrary contained hereinclause (vii) of subsection (b) above, if at any time a Lender acting as a any L/C Issuer or the Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such L/C Issuer or the Swing Line Lender may, (i) upon thirty 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or the Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such the applicable L/C Issuer or the Swing Line Lender as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx the applicable L/C Issuer resigns as a L/C Issuer, it shall retain all the rights, powers, privileges and duties of a an L/C Issuer hereunder with respect to all its respective 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(c2.04(e)). If a the applicable Swing Line Xxxxxx resigns as Swing Line Lender, it shall retain all the rights as a and obligations 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(c2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the applicable Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the applicable Lender retiring L/C Issuer to effectively assume the obligations of such Lender the applicable retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a who is an L/C Issuer or the Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender may, (i) such L/C Issuer, may, upon thirty 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) such Swing Line Lender, may, upon thirty 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer 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; provided, however, provided that such Lender’s consent to such appointment shall be required; and provided further that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx Lender who is an L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 a Xxxxxx Lender resigns as Swing Line Lender, it shall retain all the rights as a 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, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender previous L/C Issuer to effectively assume the obligations of such Lender the previous L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender Royal Bank assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), such Lender Royal Bank may, (i) upon thirty 30 days’ notice to the Borrower Representative and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty 30 days’ notice to the BorrowerBorrower Representative, resign as Swing Line LenderLender and/or (iii) upon 30 days’ notice to the Borrower Representative, resign as Collateral Agent. In the event of any such resignation as of an L/C Issuer or Issuer, the Swing Line LenderLender or Collateral Agent, the Borrower Representative shall be entitled to appoint from among the Lenders willing to accept its appointment a successor L/C Issuer or Issuer, Swing Line Lender hereunderor Collateral Agent hereunder (as applicable); provided, however, that no failure by the Borrower Representative to appoint any such successor shall affect the resignation of such Lender as the relevant L/C Issuer or Issuer, Swing Line LenderLender or Collateral Agent, as the case may be. If a Xxxxxx an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of a an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Xxxxxx Royal Bank resigns as Swing Line Lender, it shall retain all the rights as a 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 Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). If Royal Bank 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 Issuer and/or Swing Line LenderLender and/or Collateral Agent (as applicable), (1A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Issuer, Swing Line LenderLender or Collateral Agent, as the case may be, and (2B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender relevant L/C Issuer to effectively assume the obligations of such Lender the relevant L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at (x) any time a Lender acting as a L/C Issuer or Swing Line Lender assigns may, upon thirty (30) calendar days' notice to the Administrative Agent, the Borrower and the Lenders, resign as an L/C Issuer; provided that, if such L/C Issuer has not assigned all of its Revolving Commitment and Committed Revolving Loans pursuant to subsection (b) above, then such Lender may, (i) upon thirty days’ notice resignation shall be subject to the Borrower appointment and the Lenders, resign as acceptance of a successor L/C Issuer and/or (iiy) if the Swing Line Lender assigns all of its Revolving Commitment and Committed Revolving Loans pursuant to subsection (b) above, the Swing Line Lender may, upon thirty (30) calendar days’ ' notice to the BorrowerAdministrative Agent, the Borrower and the Lenders, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, howeverthat, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as L/C Issuer or the Swing Line Lender, as the case may be, if such L/C Issuer or the Swing Line Lender, as the case may be, has assigned all of its Revolving cxxxix Commitment and Committed Revolving Loans pursuant to subsection (b) above. If a Xxxxxx an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of a an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.03(f)). If a Xxxxxx PNC Bank resigns as the Swing Line Lender, it shall retain all the rights as a 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 Revolving Lenders to make Committed Revolving Loans that are Base Rate 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, (1A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the applicable Lender resigning L/C Issuer to effectively assume the obligations of such Lender L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a any L/C Issuer or Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender may, (i) such L/C Issuer may, upon thirty 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) such Swing Line Lender may, upon thirty 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender entity as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx any L/C Issuer resigns as L/C Issuer, it such retiring L/C Issuer shall retain all the rights, powers, privileges and duties of a the L/C Issuer hereunder with respect to all Letters of Credit outstanding and Bankers’ Acceptances issued by it and outstanding, and all Bankers’ Acceptances issuable under any Acceptance Credits outstanding, as of the effective date of its resignation as L/C Issuer and all L/C C- BA Obligations with respect thereto (including the right to require the Lenders to make Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Xxxxxx any Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights as a 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 Revolving Loans that are Base Rate 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, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender L/C Issuer to effectively assume the obligations of such Lender L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a that is an L/C Issuer or and/or the Swing Line Lender assigns all of its Commitment Commitments and Loans pursuant to subsection (b) above, such Lender may, (i) upon thirty (30) days’ notice to the Borrower Borrowers and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty (30) days’ notice to the BorrowerBorrowers, resign as the Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line Lender, the Borrower Borrowers shall be entitled to appoint from among the Revolving Lenders (with the Administrative Agent’s consent and the applicable Revolving Lender’s consent) a successor L/C Issuer or and/or a successor Swing Line Lender hereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of such Lender as an L/C Issuer or and/or the Swing Line Lender, as the case may be. If a Xxxxxx any Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of a an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Committed Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.03(b)). If a Xxxxxx any Lender resigns as the Swing Line Lender, it shall retain all rights of the rights as a 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 Revolving Lenders to make Base Rate Committed Revolving 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 a successor Swing Line Lender, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or and/or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such succession or make other arrangements reasonably satisfactory to the applicable Lender resigning L/C Issuer to effectively assume the obligations of such Lender the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender JPMorgan Chase Bank assigns all of its Commitment Revolving Commitments and Revolving Loans pursuant to subsection (b) above, such Lender JPMorgan Chase Bank may, (i) upon thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender JPMorgan Chase Bank as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx JPMorgan Chase Bank resigns as L/C Issuer, it shall retain all the rights, powers, privileges rights and duties obligations of a 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 a Xxxxxx JPMorgan Chase Bank resigns as Swing Line Lender, it shall retain all the rights as a 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 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, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender to effectively assume the obligations of such Lender with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender JPMorgan Chase Bank assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, such Lender JPMorgan Chase Bank may, (i) upon thirty 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer 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, subject to acceptance of such appointment by such Lender; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender JPMorgan Chase Bank as an L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx JPMorgan Chase Bank resigns as an L/C Issuer, (a) it shall retain all the rights, powers, privileges and duties of a 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 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))) and (b) the Borrower shall use commercially reasonable efforts to cause another L/C Issuer to issue letters of credit in substitution for the Letters of Credit issued by JPMorgan Chase Bank as an L/C Issuer, if any, outstanding at the time of such resignation or make other arrangements satisfactory to JPMorgan Chase Bank to effectively assume the obligations of JPMorgan Chase Bank with respect to such Letters of Credit. If a Xxxxxx JPMorgan Chase Bank resigns as Swing Line Lender, it shall retain all the rights as a 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 Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender to effectively assume the obligations of such Lender with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a any Lender acting as a an L/C Issuer or Swing Line Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection clause (b) above, such L/C Issuer or Swing Line Lender may, (i) upon thirty (30) days’ prior written notice to the Borrower Company and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty (30) days’ prior written notice to the BorrowerCompany, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of such Lender lender as L/C Issuer or Swing Line Lender, as the case may be. If a any Xxxxxx resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 159 CHAR1\1982698v3 require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a any Xxxxxx resigns as Swing Line Lender, it shall retain all the rights as a 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 Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line LenderLender and the consent thereto by such successor, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the applicable Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender such resigning L/C Issuer to effectively assume the obligations of such Lender resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a any Lender acting as a an L/C Issuer or Swing Line Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection clause (b) above, such L/C Issuer or Swing Line Lender may, (i) upon thirty (30) days’ prior written notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty (30) days’ prior written notice to the Borrower, resign as Swing Line Lender. In the event of any 157 such resignation as L/C Issuer 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender lender as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx any Lender resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 a Xxxxxx any Lender resigns as Swing Line Lender, it shall retain all the rights as a 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 Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the applicable Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender such resigning L/C Issuer to effectively assume the obligations of such Lender resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a JPMorgan or any other Lender then acting as a an L/C Issuer or Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, JPMorgan or such Lender other Lender, as the case may be, may, (i) upon thirty 30 days’ notice to the Borrower Company and the Lenders, resign as an L/C Issuer and/or (ii) in the case of JPMorgan, upon thirty 30 days’ notice to the BorrowerCompany, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Borrower Company shall be entitled entitled, so long as no Event of Default has occurred and is continuing, to appoint from among the Lenders that have accepted such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of JPMorgan or such other Lender as an L/C Issuer or Swing Line Lender, as the case may be, or the resignation of such other Lender as an L/C Issuer. If a Xxxxxx JPMorgan or any other Lender then acting as an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of a an L/C Issuer hereunder with respect Exhibit 4.1 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(c2.04(c)) until such time as the obligations relating to such outstanding Letters of Credit are assigned, assumed, released, terminated or paid in full (other than indemnification and other contingent obligations). If a Xxxxxx JPMorgan resigns as Swing Line Lender, it shall retain all the rights as a 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(c2.05(c) until such time as the obligations relating to such outstanding Swing Line Loans are assigned, assumed, released, terminated or paid in full (other than indemnification and other contingent obligations). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to JPMorgan or such other Lender, as the applicable Lender case may be, to effectively assume the obligations of JPMorgan or such Lender other Lender, as the case may be, with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a any Revolving Credit Lender acting as a Swing Line Lender or L/C Issuer or Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, such Revolving Credit Lender may, (i) upon thirty 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Revolving Credit Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such the resigning Revolving Credit Lender as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx Revolving Credit Lender resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 Revolving Credit Lenders to make Base Rate Revolving Credit Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Xxxxxx Revolving Credit Lender resigns as Swing Line Lender, it shall retain all the rights as a 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 Revolving Credit Lenders to make Base Rate Revolving Credit 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, (1a) such successor shall shall, subject to the foregoing two sentences, succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable resigning Revolving Credit Lender to effectively assume the obligations of such the resigning Revolving Credit Lender with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a any L/C Issuer or Issuer/Swing Line Lender assigns all of its Commitment and Revolving Credit Loans pursuant to subsection clause (b) above, such L/C Issuer/Swing Line Lender may, (i) upon thirty 30 days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer 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; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such the applicable L/C Issuer/Swing Line Lender as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx the applicable L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of a an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Xxxxxx the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights as a 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 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, (1x) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2y) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender retiring L/C Issuer to effectively assume the obligations of such Lender the applicable retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a any L/C Issuer or Swing Line Lender assigns all of its Commitment and Revolving Loans pursuant to subsection (b) aboveSection 10.06(b), such Lender L/C Issuer may, (i) upon thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders (and subject to the agreement of the Lender being so appointed to act as an L/C Issuer or Swing Line Lender) a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx any L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a the L/C Issuer Issuers 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 a Xxxxxx The Huntington National Bank resigns as Swing Line Lender, it shall retain all the rights as a 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 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, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender such L/C Issuer to effectively assume the obligations of such Lender the applicable L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender acting as a L/C Issuer or Swing Line Lender Person assigns all of its Commitment and Loans pursuant to subsection (b) aboveabove and such Person is the Swing Line Lender or an L/C Issuer (an “Assigning Swing Line L/C Lender”), such Lender Person may, as applicable, (i) upon thirty 30 days’ notice to the Borrower Company and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty 30 days’ notice to the BorrowerCompany, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Borrower shall Company will be entitled to appoint from among the Lenders a successor L/C Issuer Issuers or a successor Swing Line Lender hereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall will affect the resignation of such the applicable Assigning Swing Line L/C Lender as an L/C Issuer or Swing Line Lender, as the case may be. If a Xxxxxx an Assigning Swing Line L/C Lender resigns as an L/C Issuer, it shall will retain all the rights, powers, privileges and duties of a an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.04(c)). If a Xxxxxx an Assigning Swing Line L/C Lender resigns as Swing Line Lender, it shall will retain all the rights as a 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(c2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (1a) such successor shall will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall will issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Assigning Swing Line L/C Lender to effectively assume the obligations of such Assigning Swing Line L/C Lender with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a any Lender acting that also serves as a the L/C Issuer or a Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender may, as applicable, (i) upon thirty 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty 30 days’ notice to the Borrower, resign as a Swing Line Lender. In the event of any such resignation as L/C Issuer 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; provided such Lender agrees to become an L/C Issuer or a Swing Line Lender, as the case may be; provided, howeverfurther, that no failure by the Borrower to appoint any such successor or such Lender accepting such appointment shall affect the resignation of such resigning Lender as L/C Issuer or a Swing Line Lender, as the case may be. If a Xxxxxx Lender resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of a 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 a Xxxxxx Lender resigns as Swing Line Lender, it shall retain all the rights as a 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, (1a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Lender resigning L/C Issuer to effectively assume the obligations of such Lender the resigning L/C Issuer with respect to such Letters of Credit.