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

Resignation as L/C Issuer. Any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable to the Borrower has agreed to assume the responsibilities of the L/C Issuer, such L/C Issuer) may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder that consents to act in such capacity; provided, however, that any failure by the Borrower to appoint any such successor shall not affect the resignation of any L/C Issuer. If any L/C Issuer resigns, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit that it issued, including 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 Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(d)). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable L/C Issuer to effectively assume the obligations of such L/C Issuer with respect to such Letters of Credit and the successor L/C Issuer shall arrange for the return and cancellation of all such Letters of Credit to the resigning L/C Issuer.

Resignation as L/C Issuer. Any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable Notwithstanding anything to the Borrower has agreed contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to assume the responsibilities subsection (b) above, Bank of the L/C Issuer, such L/C Issuer) America may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In , in the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder that consents to act in such capacityhereunder; provided, however, that any no failure by the Borrower to appoint any such successor shall not affect the resignation of any Bank of America as L/C Issuer. If any Bank of America resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit that it issued, including 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 Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(d2.03(c)). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuer, (ai) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer Issuer, as the case may be, and (bii) 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 L/C Issuer Bank of America to effectively assume the obligations of such L/C Issuer Bank of America with respect to such Letters of Credit and the successor L/C Issuer shall arrange for the return and cancellation of all such Letters of Credit to the resigning L/C IssuerCredit.

Resignation as L/C Issuer. Any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable Notwithstanding anything to the Borrower has agreed contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to assume the responsibilities subsection (b) above, Bank of the L/C Issuer, such L/C Issuer) America may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder that consents to act in such capacityhereunder; provided, however, that any no failure by the Borrower to appoint any such successor shall not affect the resignation of any Bank of America as L/C Issuer. If any Bank of America resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit that it issued, including 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 Revolving Loans that are Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(d2.03(c)). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer as the case may beIssuer, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable L/C Issuer Bank of America to effectively assume the obligations of such L/C Issuer Bank of America with respect to such Letters of Credit and the successor L/C Issuer shall arrange for the return and cancellation of all such Letters of Credit to the resigning L/C IssuerCredit.

Resignation as L/C Issuer. Any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable Notwithstanding anything to the Borrower has agreed contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to assume the responsibilities subsection (b) above, Bank of the L/C Issuer, such L/C Issuer) America may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder that consents acceptable to act in such capacityBorrower; provided, however, that any no failure by the Borrower to appoint any such successor shall not affect the resignation of any Bank of America as L/C Issuer. If any Bank of America resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit that it issued, including 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 Revolving Loans that are Base Floating Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(d2.04(c)). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer as the case may beIssuer, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable L/C Issuer Bank of America to effectively assume the obligations of such L/C Issuer Bank of America with respect to such Letters of Credit and the successor L/C Issuer shall arrange for the return and cancellation of all such Letters of Credit to the resigning L/C IssuerCredit.

Resignation as L/C Issuer. Any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable Notwithstanding anything to the Borrower has agreed contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to assume the responsibilities subsection (b) above, Bank of the L/C Issuer, such L/C Issuer) America may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder that consents to act in such capacityhereunder; provided, however, that any no failure by the Borrower to appoint any such successor shall not affect the resignation of any Bank of America as L/C Issuer. If any Bank of America resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit that it issued, including 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 Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(d2.03(c)). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer Issuer, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable L/C Issuer Bank of America to effectively assume the obligations of such L/C Issuer Bank of America with respect to such Letters of Credit and the successor L/C Issuer shall arrange for the return and cancellation of all such Letters of Credit to the resigning L/C IssuerCredit.

Resignation as L/C Issuer. Any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable to the Borrower has agreed to assume the responsibilities of the L/C Issuer, such L/C Issuer) may, upon 30 days’ notice to the Borrower and the Lenders, Revolving Lenders resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Revolving Lenders a successor L/C Issuer hereunder that consents to act in such capacityhereunder; provided, however, that any no failure by the Borrower to appoint any such successor shall not affect the resignation of any L/C Issuer. If any Xxxxxxx Xxxxx Bank USA, Bank of America, or another Lender resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit that it issued, including 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 Lenders to make Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(d2.3(c)). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable L/C Issuer to effectively assume the obligations of such L/C Issuer with respect to such Letters of Credit and (c) the successor resigning L/C Issuer shall arrange for the return and cancellation assign its Letter of all such Credit Issuance Commitment to issue Letters of Credit to the resigning such successor L/C Issuer.

Resignation as L/C Issuer. Any or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a L/C Issuer (unless it is the sole L/C Issueror Swingline Lender, in which caseas applicable, so long as a replacement L/C Issuer reasonably acceptable assigns all of its Commitment and Loans pursuant to the Borrower has agreed to assume the responsibilities of the L/C IssuerSection 11.06(b), such L/C Issuer) Issuer or Swingline Lender, as applicable, may, (i) upon 30 days’ notice to the Borrower Borrowers, the other Lenders and the Lendersother L/C Issuers, resign as L/C IssuerIssuer or Swingline Lender, as applicable, or (ii) upon 10 days’ notice to the Borrowers, the other Lenders and other L/C Issuers, appoint an Affiliate of such L/C Issuer or Swingline Lender, as applicable, as a successor L/C Issuer or Swingline Lender hereunder. In the event of any such resignation as L/C IssuerIssuer or Swingline Lender pursuant to clause (i) of the preceding sentence, the Borrower Borrowers shall be entitled to appoint from among the Lenders and their Affiliates a successor L/C Issuer hereunder that consents to act in such capacityor Swingline Lender hereunder; provided, however, that any no failure by the Borrower Borrowers to appoint any such successor shall not affect the resignation of any such L/C IssuerIssuer or Swingline Lender, as the case may be. If any L/C Issuer resignsresigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit that it issued, including 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 Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(d)). If Citibank, N.A. resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.05(c). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuerand/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable such L/C Issuer to effectively assume the obligations of such L/C Issuer with respect to such Letters of Credit and the successor L/C Issuer shall arrange for the return and cancellation of all such Letters of Credit to the resigning L/C IssuerCredit.

Resignation as L/C Issuer. Any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable to the Borrower has agreed to assume the responsibilities of the L/C Issuer, such L/C Issuer) may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder that consents to act in such capacityhereunder; provided, however, that any no failure by the Borrower to appoint any such successor shall not affect the resignation of any L/C Issuer. If any ; provided, further, that the resignation of such L/C Issuer resignsshall only become effective upon the payment of all fees and other amounts due and owing hereunder by such successor to such resigning L/C Issuer. If MSSF or another Lender resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit that it issued, including 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 Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(d2.3(d)). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable L/C Issuer to effectively assume the obligations of such L/C Issuer with respect to such Letters of Credit and the successor L/C Issuer shall arrange for the return and cancellation of all such Letters of Credit to the resigning L/C Issuer.

Resignation as L/C Issuer. Any Notwithstanding anything to the contrary contained herein, any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable to the Borrower has agreed to assume the responsibilities of the L/C Issuer, such L/C Issuer) may, upon (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. In the event of notice of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Incremental Revolving Lenders (or a Person who will become an Incrementala Revolving Lender) and their Affiliates a successor L/C Issuer hereunder that consents who agrees to act in assume all such capacityrights, powers, privileges and duties of the resigning L/C Issuer, including with respect to its L/C Issuance Limit; provided, however, that any no failure by the Borrower to appoint any such successor shall not affect the resignation of any such 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 delayed) 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). If any an L/C Issuer resignsresigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit that it issued, including 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 Revolving Loans that are Base Rate Loans or Loans, fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(d)2.03(c) and issue Letters of Credit pursuant to Section 2.03). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning L/C Issuer, including with respect to its L/C Issuance Limit, (b) the resigning L/C Issuer shall be discharged from all of its respective duties and obligations hereunder or under the other Loan Documents, in its capacity as the case may bean L/C Issuer, and (bc) 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 resigning L/C Issuer and the Borrower (such acceptance not to unreasonably withheld or delayed) to effectively assume the obligations of such L/C Issuer with respect to such Letters of Credit and Credit. In lieu of the appointment of a successor L/C Issuer shall arrange for pursuant to this Section 10.06(h), the return and cancellation of all such Letters of Credit to the resigning Borrower may appoint one or more successor L/C IssuerIssuers to satisfy the requirements of this Section 10.06(h). (i) Notwithstanding any other provision in the Loan Documents, any Lender may, at any time, assign all or a portion of its rights and obligations with respect to Term Loans, Incremental Term Loans and Refinancing Term Loans under this Agreement to the Borrower through Dutch auctions in accordance with Section 2.19 and open market purchases in accordance with Section 2.20.

Resignation as L/C Issuer. Any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable or Swingline Lender after Assignment. Notwithstanding anything to the Borrower has agreed contrary contained herein, if at any time Bank of America assigns all of its revolving commitments (and the revolving loans relating thereto) pursuant to assume the responsibilities subsection (b) above, Bank of the L/C Issuer, such L/C Issuer) America may, (i) upon 30 thirty (30) days’ notice to the Borrower Borrowers and the Lenders, resign as L/C IssuerIssuer and/or (ii) upon thirty (30) days’ notice to the Borrowers, resign as Swingline Lender. In the event of any such resignation as L/C IssuerIssuer or Swingline Lender, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder that consents to act in such capacityor Swingline Lender hereunder; provided, however, that any no failure by the Borrower Borrowers to appoint any such successor shall not affect the resignation of any Bank of America as L/C Issuer or Swingline Lender, as the case may be. If Bank of America resigns as L/C Issuer. If any L/C Issuer resigns, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit that issued by it issued, including 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 Revolving Loans that are Base Rate Loans or fund risk participations in L/C Unreimbursed Amounts pursuant to Section 2.04(d2.03(c)). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuerand/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as the case may be, and (b) the any 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 L/C Issuer Bank of America to effectively assume the obligations of such L/C Issuer Bank of America with respect to such Letters of Credit and the successor L/C Issuer shall arrange for the return and cancellation of all such Letters of Credit to the resigning L/C IssuerCredit.

Resignation as L/C Issuer. Any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable Notwithstanding anything to the Borrower has agreed contrary contained herein, if at any time Bank of America assigns all of its Revolving Credit Commitment and Loans pursuant to assume the responsibilities subsection (b) above, Bank of the L/C Issuer, such L/C Issuer) America may, upon 30 days’ ' notice to the Borrower Company and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder that consents to act in such capacityhereunder; provided, however, that any no failure by the Borrower Borrowers to appoint any such successor shall not affect the resignation of any Bank of America as L/C Issuer, as the case may be. If any Bank of America resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit that it issued, including 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 Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(d2.03(c)). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer Issuer, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable L/C Issuer Bank of America to effectively assume the obligations of such L/C Issuer Bank of America with respect to such Letters of Credit and the successor L/C Issuer shall arrange for the return and cancellation of all such Letters of Credit to the resigning L/C IssuerCredit.

Resignation as L/C Issuer. Any Notwithstanding anything to the contrary contained herein, any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable to the Borrower has agreed to assume the responsibilities of the L/C Issuer, such L/C Issuer) may, upon (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. In the event of notice of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the L/C Lenders (or a Person who will become an L/C Lender) and their Affiliates a successor L/C Issuer hereunder that consents who agrees to act in assume all such capacityrights, powers, privileges and duties of the resigning L/C Issuer, including with respect to its L/C Issuance Limit; provided, however, that any no failure by the Borrower to appoint any such successor shall not affect the resignation of any such 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 delayed) 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). If any an L/C Issuer resignsresigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit that it issued, including 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 Revolving Loans that are Base Rate Loans or L/C Advances, fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(d)2.03(c) and issue Letters of Credit pursuant to Section 2.03). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning L/C Issuer, including with respect to its L/C Issuance Limit, (b) the resigning L/C Issuer shall be discharged from all of its respective duties and obligations hereunder or under the other Loan Documents, in its capacity as the case may bean L/C Issuer, and (bc) 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 resigning L/C Issuer and the Borrower (such acceptance not to unreasonably withheld or delayed) to effectively assume the obligations of such L/C Issuer with respect to such Letters of Credit and Credit. In lieu of the appointment of a successor L/C Issuer shall arrange for pursuant to this Section 10.06(h), the return and cancellation of all such Letters of Credit to the resigning Borrower may appoint one or more successor L/C IssuerIssuers to satisfy the requirements of this Section 10.06(h).

Resignation as L/C Issuer. Any Notwithstanding anything to the contrary contained herein, any Person serving as L/C Issuer may upon thirty (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable to the Borrower has agreed to assume the responsibilities of the L/C Issuer, such L/C Issuer30) may, upon 30 calendar days’ ' notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Revolving Lenders a successor L/C Issuer hereunder that consents to act in with the consent of such capacitysuccessor L/C Issuer; provided, however, that (i) if the resigning L/C Issuer continues as a Revolving Lender, its resignation shall not be effective until the successor L/C Issuer is so appointed and such appointment is effective, and (ii) if at any time any L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) above, then no failure by the Borrower to appoint any such successor shall not affect the resignation of any the applicable L/C Issuer. If any Person serving as L/C Issuer resigns, resigns as L/C Issuer it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit that it issued, including 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 Revolving Loans that are Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(d2.03(c)). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer as the case may beIssuer, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the applicable resigning L/C Issuer to effectively assume the obligations of such the resigning L/C Issuer with respect to such Letters of Credit and the successor L/C Issuer shall arrange for the return and cancellation of all issued by such Letters of Credit to the resigning L/C Issuer.

Resignation as L/C Issuer. Any Notwithstanding anything to the contrary contained herein, any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable to the Borrower has agreed to assume the responsibilities of the L/C Issuer, such L/C Issuer) may, upon (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, Xxxxxxxx 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. In the event of notice of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the L/C Lenders (or a Person who will become an L/C Lender) and their Affiliates a successor L/C Issuer hereunder that consents who agrees to act in assume all such capacityrights, powers, privileges and duties of the resigning L/C Issuer, including with respect to its L/C Issuance Limit; provided, however, that any no failure by the Borrower to appoint any such successor shall not affect the resignation of any such 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 delayed) 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). If any an L/C Issuer resignsresigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit that it issued, including 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 Revolving Loans that are Base Rate Loans or L/C Advances, fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(d)2.03(c) and issue Letters of Credit pursuant to Section 2.03). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning L/C Issuer, including with respect to its L/C Issuance Limit, (b) the resigning L/C Issuer shall be discharged from all of its respective duties and obligations hereunder or under the other Loan Documents, in its capacity as the case may bean L/C Issuer, and (bc) 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 resigning L/C Issuer and the Borrower (such acceptance not to unreasonably withheld or delayed) to effectively assume the obligations of such L/C Issuer with respect to such Letters of Credit and Credit. In lieu of the appointment of a successor L/C Issuer shall arrange for pursuant to this Section 10.06(h), the return and cancellation of all such Letters of Credit to the resigning Borrower may appoint one or more successor L/C IssuerIssuers to satisfy the requirements of this Section 10.06(h).

Resignation as L/C Issuer. Any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable to the Borrower has agreed to assume the responsibilities of the L/C Issuer, such L/C Issuer) may, upon 30 days’ notice to the Borrower and the Lenders, Lenders resign as L/C Issuer. In the event of any such resignation as L/C Issuer, Issuer the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder that consents to act in such capacityhereunder; provided, however, that any no failure by the Borrower to appoint any such successor shall not affect the resignation of any L/C Issuer. If any a Lender resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit that it issued, including 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 Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(d2.3(d)). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable L/C Issuer to effectively assume the obligations of such L/C Issuer with respect to such Letters of Credit and the successor L/C Issuer shall arrange for the return and cancellation of all such Letters of Credit to the resigning L/C IssuerCredit.

Resignation as L/C Issuer. Any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable Notwithstanding anything to the Borrower has agreed contrary contained herein, if at any time Branch Banking and Trust CompanyTruist Bank assigns all of its Commitment and Loans pursuant to assume the responsibilities of the L/C Issuersubsection (b) above, such L/C Issuer) Branch Banking and Trust CompanyTruist Bank may, upon 30 sixty (60) days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder that consents to act in such capacity; hereunder; provided, however, that any no failure by the Borrower to appoint any such successor shall not affect the resignation of Branch Banking and Trust CompanyTruist Bank as L/C Issuer; provided, further, that if the Borrower fails to appoint any such successor, no Letters of Credit shall be issued hereunder until such time as a successor L/C Issuer is appointed by the Borrower and becomes a party hereto. If Branch Banking and Trust CompanyTruist Bank resigns as L/C Issuer. If any L/C Issuer resigns, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit that it issued, including 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 Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(d2.03(c)). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuer, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer as the case may be, and (b2) 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 L/C Issuer Branch Banking and Trust CompanyTruist Bank to effectively assume the obligations of such L/C Issuer Branch Banking and Trust CompanyTruist Bank with respect to such Letters of Credit and the successor L/C Issuer shall arrange for the return and cancellation of all such Letters of Credit to the resigning L/C IssuerCredit.

Resignation as L/C Issuer. Any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable Notwithstanding anything to the Borrower has agreed contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to assume the responsibilities subsection (b) above, Bank of the L/C Issuer, such L/C Issuer) America may, upon 30 days’ ' notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder that consents to act in such capacityhereunder; providedPROVIDED, howeverHOWEVER, that any no failure by the Borrower to appoint any such successor shall not affect the resignation of any Bank of America as L/C Issuer, as the case may be. If any Bank of America resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit that it issued, including 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 Revolving Loans that are Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(dSECTION 2.03(c)). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer Issuer, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable L/C Issuer Bank of America to effectively assume the obligations of such L/C Issuer Bank of America with respect to such Letters of Credit and the successor L/C Issuer shall arrange for the return and cancellation of all such Letters of Credit to the resigning L/C IssuerCredit.

Resignation as L/C Issuer. Any Notwithstanding anything to the contrary contained herein, the first L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement appointed hereunder pursuant to Section 11.10 and any successor L/C Issuer reasonably acceptable to the Borrower has agreed to assume the responsibilities of the L/C Issuer, such L/C Issuer) may, upon 30 not less than fourteen (14) days’ prior notice to the Borrower Administrative Agent and the LendersBorrower, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Administrative Agent shall have the right, with the consent of the Borrower shall (such consent not to be entitled unreasonably withheld or delayed), to appoint from among the Lenders a successor L/C Issuer hereunder that consents to act in such capacityhereunder; provided, however, that any no failure by the Borrower Administrative Agent to appoint any such successor shall not affect the resignation of any L/C Issuer. If any L/C Issuer resignsresigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit that it issued, including 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 Lenders to make Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(d)Loans). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuer, (ai) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer as the case may beIssuer, and (bii) 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 L/C Issuer Administrative Agent and the Borrower to effectively assume the obligations of such the resigning L/C Issuer with respect to such Letters of Credit and the successor L/C Issuer shall arrange for the return and cancellation of all such Letters of Credit to the resigning L/C IssuerCredit.

Resignation as L/C Issuer. Any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable or Swingline Lender after Assignment. Notwithstanding anything to the Borrower has agreed contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to assume the responsibilities subsection (b) above, Bank of the L/C Issuer, such L/C Issuer) America may, (i) upon 30 days’ ' notice to the Borrower and the Lenders, resign as L/C IssuerIssuer and/or (ii) 30 days' notice to the Borrower and the Lenders, resign as Swingline Lender. In the event of any such resignation as L/C IssuerIssuer or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder that consents to act in such capacityor Swingline Lender hereunder; provided, however, that any no failure by the Borrower to appoint any such successor shall not affect the resignation of any Bank of America as L/C Issuer or Swingline Lender. If Bank of America resigns as L/C Issuer. If any L/C Issuer resigns, it shall retain all the rights, powers, privileges rights and duties obligations of an the L/C Issuer hereunder with respect to all Letters of Credit that it issued, including 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 Revolving Loans that are Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(d2.03(c)). Upon If Bank of America resigns as Swingline Lender, it shall retain all the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuer, (a) such successor shall succeed to and become vested with all rights of the rights, powers, privileges and duties of the retiring L/C Issuer as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution Swingline Lender provided for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable L/C Issuer to effectively assume the obligations of such L/C Issuer hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such Letters of Credit and resignation, including the successor L/C Issuer shall arrange for right to require the return and cancellation of all such Letters of Credit Lenders to the resigning L/C Issuermake Base Rate Committed Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c).

Resignation as L/C Issuer. Any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable or Swingline Lender after Assignment. Notwithstanding anything to the Borrower has agreed contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to assume the responsibilities Section 11.06(b), Bank of the L/C Issuer, such L/C Issuer) America may, (i) upon 30 thirty (30) days’ notice to the Borrower and the Lenders, resign as the L/C Issuer, and/or (ii) upon thirty (30) days’ notice to the Borrower, resign as the Swingline Lender. In the event of any such resignation as the L/C IssuerIssuer or the Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder that consents to act in such capacityor Swingline Lender hereunder; provided, howeverthat, that any no failure by the Borrower to appoint any such successor shall not affect the resignation of any Bank of America as the L/C Issuer or the Swingline Lender, as the case may be. If Bank of America resigns as the L/C Issuer. If any L/C Issuer resigns, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit that it issued, including Letters of Credit outstanding as of the effective date of its resignation as the L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(d2.03(c)). Upon If Bank of America resigns as the appointment of a successor L/C Issuer and upon Swingline Lender, it shall retain all the acceptance of such appointment by such successor L/C Issuer, (a) such successor shall succeed to and become vested with all rights of the rights, powers, privileges and duties of the retiring L/C Issuer as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution Swingline Lender provided for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable L/C Issuer to effectively assume the obligations of such L/C Issuer hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such Letters of Credit and resignation, including the successor L/C Issuer shall arrange for right to require the return and cancellation of all such Letters of Credit Lenders to the resigning L/C Issuer.make Revolving Loans that are Base Rate Loans or fund risk 156 CHAR1\1940028v1CHAR1\1940028v4

Resignation as L/C Issuer. Any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable Notwithstanding anything to the Borrower has agreed contrary contained herein, if at any time Branch Banking and Trust Company assigns all of its Commitment and Loans pursuant to assume the responsibilities of the L/C Issuersubsection (b) above, such L/C Issuer) Branch Banking and Trust Company may, upon 30 sixty days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder that consents to act in such capacity; hereunder; provided, however, that any no failure by the Borrower to appoint any such successor shall not affect the resignation of any Branch Banking and Trust Company as L/C Issuer. If ; provided, further, that if the Borrower fails to appoint any such successor, no Letters of Credit shall be issued hereunder until such time as a successor L/C Issuer resignsis appointed by the Borrower and becomes a party hereto. If Branch Banking and Trust Company resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit that it issued, including 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 Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(d2.03(c)). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuer, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer as the case may be, and (b2) 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 L/C Issuer Branch Banking and Trust Company to effectively assume the obligations of such L/C Issuer Branch Banking and Trust Company with respect to such Letters of Credit and the successor L/C Issuer shall arrange for the return and cancellation of all such Letters of Credit to the resigning L/C IssuerCredit.

Resignation as L/C Issuer. Any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable or Swingline Lender after Assignment. Notwithstanding anything to the Borrower has agreed contrary contained herein, if at any time Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to assume the responsibilities subsection (b) above. Bank of the L/C Issuer, such L/C Issuer) America may, (i) upon 30 days’ notice to the Borrower and the Revolving Credit Lenders, resign as the L/C IssuerIssuer and/or (ii) upon 30 days’ notice to the Borrower, resign as the Swingline Lender. In the event of any such resignation as the L/C IssuerIssuer or the Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders Revolving Credit Lenders, a successor L/C Issuer hereunder or Swingline Lender hereunder; provided that consents to act in such capacity; provided, however, that any no failure by the Borrower to appoint any such successor shall not affect the resignation of any Bank of America as the L/C Issuer or the Swingline Lender, as the case may be. If Bank of America resigns as the L/C Issuer. If any L/C Issuer resigns, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit that it issued, including Letters of Credit outstanding as of the effective date of its resignation as the L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Credit Lenders to make Revolving Loans that are Base Rate Loans or fund risk participations in L/C Unreimbursed Amounts pursuant to Section 2.04(d2.03(c)). If Bank of America resigns as the Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Revolving Credit Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuerand/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonable satisfactory to the applicable L/C Issuer Bank of America to effectively assume the obligations of such L/C Issuer Bank of America with respect to such Letters of Credit and the successor L/C Issuer shall arrange for the return and cancellation of all such Letters of Credit to the resigning L/C IssuerCredit.

Resignation as L/C Issuer. Any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable or Swingline Lender after Assignment. Notwithstanding anything to the Borrower has agreed contrary contained herein, if at any time Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to assume the responsibilities subsection (b) above. Bank of the L/C Issuer, such L/C Issuer) America may, (i) upon 30 days’ notice to the Borrower and the Revolving Credit Lenders, resign as the L/C IssuerIssuer and/or (ii) upon 30 days’ notice to the Borrower, resign as the Swingline Lender. In the event of any such resignation as the L/C IssuerIssuer or the Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders Revolving Credit Lenders, a successor L/C Issuer hereunder or Swingline Lender hereunder; provided that consents to act in such capacity; provided, however, that any no failure by the Borrower to appoint any such successor shall not affect the resignation of any Bank of America as the L/C Issuer or the Swingline Lender, as the case may be. If Bank of America resigns as the L/C Issuer. If any L/C Issuer resigns, it shall retain all the rights, powers, privileges and duties of an the L/C Issuer hereunder with respect to all Letters of Credit that it issued, including Letters of Credit outstanding as of the effective date of its resignation as the L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Credit Lenders to make Revolving Loans that are Base Rate Loans or fund risk participations in L/C Unreimbursed Amounts pursuant to Section 2.04(d2.03(c)). If Bank of America resigns as the Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Revolving Credit Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuerand/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonable satisfactory to the applicable L/C Issuer Bank of America to effectively assume the obligations of such L/C Issuer Bank of America with respect to such Letters of Credit Credit. (i) Assignments to the Borrower and its Subsidiaries. Notwithstanding anything to the contrary contained in this Section 11.06 or any other provision of this Agreement, so long as no Event of Default has occurred and is continuing or would result therefrom, each Term Lender shall have the right at any time to sell, assign or transfer all or a portion of the Term Loans owing to it to the Borrower or any of its Subsidiaries on a non-pro rata basis, subject to the following limitations: (i) Such sale, assignment or transfer shall be pursuant to one or more modified Dutch auctions conducted by the Borrower (each, an “Auction”) to repurchase all or any portion of the Term Loans; provided that (A) notice of and the successor L/C Issuer option to participate in the Auction shall arrange be provided to all Term Lenders and (B) the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish, which are consistent with this Section 11.06(i) and the Auction Procedures and are otherwise reasonably acceptable to the Borrower, the Auction Manager and the Administrative Agent; 193 1010279941v18 (ii) With respect to all repurchases made by the Borrower or any of its Subsidiaries pursuant to this Section 11.06(i), (A) the Borrower shall (x) represent and warrant to the Term Lenders that, as of the launch date of the related Auction and the effective date of any such repurchase, it does not possess material non-public information with respect to the Borrower and its Subsidiaries that has not been disclosed to the Administrative Agent and the non-Public Lenders or (y) make a statement that it cannot make such representation and warranty, (B) the Borrower or any of its Subsidiaries shall not use the proceeds of any Revolving Credit Loans to repurchase such Term Loans and (C) the assigning Term Lender and the Borrower or its applicable Subsidiary shall execute and deliver to the Auction Manager an Assignment and Assumption with respect to such repurchase; and (iii) Following a repurchase by the Borrower or any of its Subsidiaries pursuant to this Section 11.06(i), the Term Loans so repurchased shall, without further action by any Person, be deemed canceled and no longer outstanding (and may not be resold by the Borrower or any of its Subsidiaries) for all purposes of this Credit Agreement and all other Credit Documents, including, but not limited to (A) the return making of, or the application of, any payments to the Term Lenders under this Credit Agreement or any other Credit Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Credit Agreement or any other Credit Document or (C) the determination of the Required Lenders or the Required Term Lenders, or for any similar or related purpose, under this Credit Agreement or any other Credit Document. If any Term Loan is purchased and cancellation of canceled in accordance with this Section 11.06(i), all such Letters of Credit prepayments shall be applied to the resigning L/C Issuerremaining scheduled installments of principal of the relevant Class of Term Loans on a pro rata basis across such installments. In connection with any Term Loans repurchased and canceled pursuant to this Section 11.06(i), the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation.

Resignation as L/C Issuer. Any L/C Issuer (unless it is the sole L/C Issuer, in which case, so long as a replacement L/C Issuer reasonably acceptable to the Borrower has agreed to assume the responsibilities of the L/C Issuer, such L/C Issuer) may, upon 30 days’ REDACTED – Time Period] notice to the Borrower and the Lenders, Lenders resign as L/C Issuer. In the event of any such resignation as L/C Issuer, Issuer the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder that consents to act in such capacityhereunder; provided, however, that any no failure by the Borrower to appoint any such successor shall not affect the resignation of any L/C Issuer. If any a Lender resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit that it issued, including 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 Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(d2.3(d)). Upon the appointment of a successor L/C Issuer and upon the acceptance of such appointment by such successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable L/C Issuer to effectively assume the obligations of such L/C Issuer with respect to such Letters of Credit and the successor L/C Issuer shall arrange for the return and cancellation of all such Letters of Credit to the resigning L/C IssuerCredit.