Common use of Resignation after Assignment Clause in Contracts

Resignation after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to §15.1, Bank of America may, (i) upon thirty (30) days’ notice to the Borrowers and the Lenders, resign as Issuing Bank and/or (ii) upon thirty (30) days’ notice to the Borrowers, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line Lender, the Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender hereunder; provided, however, that no failure by the Borrowers to appoint any such successor shall affect the resignation of Bank of America as Issuing Bank or Swing Line Lender, as the case may be. If Bank of America resigns as Issuing Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Bank and all Unpaid Reimbursement Obligations plus the Maximum Drawing Amount with respect thereto (including the right to require the Lenders to make Base Rate Loans or make payments with respect to Reimbursement Obligations). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to §2.9.

Resignation after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to §15.1subsection (b) above, Bank of America may, (i) upon thirty (30) 30 days’ notice to the Borrowers Borrower and the Lenders, resign as Issuing Bank L/C Issuer and/or (ii) upon thirty (30) 30 days’ notice to the BorrowersBorrower, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank L/C Issuer or Swing Line Lender, the Borrowers Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrowers Borrower to appoint any such successor shall affect the resignation of Bank of America as Issuing Bank L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as Issuing Bankthe L/C Issuer, it shall retain all the rights rights, powers, privileges and obligations duties of the Issuing Bank 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 Issuing Bank the L/C Issuer and all Unpaid Reimbursement L/C Obligations plus the Maximum Drawing Amount with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or make payments with respect fund risk participations in Unreimbursed Amounts pursuant to Reimbursement ObligationsSection 2.03(c)). If Bank of America resigns as the Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to §2.9Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) 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 Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

Resignation after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to §15.1, Bank of America may, (i) upon thirty (30) days’ notice to the Borrowers and the Lenders, resign as Issuing Bank and/or (ii) upon thirty (30) days’ notice to the Borrowers, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line Lender, the Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender hereunder; provided, however, that no failure by the Borrowers to appoint any such successor shall affect the resignation of Bank of America as Issuing Bank or Swing Line Lender, as the case may be. If Bank of America resigns as Issuing Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Bank and all Unpaid Reimbursement Obligations plus the Maximum Drawing Amount with respect thereto (including the right to require the Lenders to make Base Rate Loans or make payments with respect to Reimbursement Obligations). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to §2.92.10.

Resignation after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to §15.1subsection (b) above, Bank of America may, (i) upon thirty (30) 30 days’ notice to the Borrowers Borrower and the Lenders, resign as Issuing Bank L/C Issuer and/or (ii) upon thirty (30) 30 days’ notice to the BorrowersBorrower, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank L/C Issuer or Swing Line Lender, the Borrowers Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrowers Borrower to appoint any such successor shall affect the resignation of Bank of America as Issuing Bank L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as Issuing Bankthe L/C Issuer, it shall retain all the rights rights, powers, privileges and obligations duties of the Issuing Bank 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 Issuing Bank the L/C Issuer and all Unpaid Reimbursement L/C Obligations plus the Maximum Drawing Amount with respect thereto (including the right to require the Lenders to make Revolving Loans that are Base Rate Committed Loans or make payments with respect fund risk participations in Unreimbursed Amounts pursuant to Reimbursement ObligationsSection 2.03(c)). If Bank of America resigns as the Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Revolving Loans that are Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to §2.9Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) 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 Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

Resignation after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to §15.117.1, Bank of America may, (i) upon thirty seventy five (3075) days’ notice to the Borrowers Borrower and the Lenders, resign as Issuing Bank and/or (ii) upon thirty seventy five (3075) days’ notice to the BorrowersBorrower, resign as lender of the Swing Line LenderLoans. In the event of any such resignation as Issuing Bank or lender of the Swing Line LenderLoans, the Borrowers Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or lender of the Swing Line Lender Loans hereunder; provided, however, that no failure by the Borrowers Borrower to appoint any such successor shall affect the resignation of Bank of America as Issuing Bank or lender of the Swing Line LenderLoans, as the case may be. If Bank of America resigns as Issuing Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Bank and all Unpaid Reimbursement Obligations plus the Maximum Drawing Amount with respect thereto (including the right to require the Lenders to make Base Rate Loans or make payments with respect to Reimbursement Obligations). If Bank of America resigns as lender of the Swing Line LenderLoans, it shall retain all the rights of the lender of the Swing Line Lender Loans 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 §2.92.10.

Resignation after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to §15.1subsection (b) above, Bank of America may, (i) upon thirty (30) 30 days’ notice to the Borrowers Borrower and the Lenders, resign as Issuing Bank L/C Issuer and/or (ii) upon thirty (30) 30 days’ notice to the BorrowersBorrower, resign as Swing Line Lender▇▇▇▇▇▇. In the event of any such resignation as Issuing Bank L/C Issuer or Swing Line Lender, the Borrowers Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrowers Borrower to appoint any such successor shall affect the resignation of Bank of America as Issuing Bank L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as Issuing Bankthe L/C Issuer, it shall retain all the rights rights, powers, privileges and obligations duties of the Issuing Bank 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 Issuing Bank the L/C Issuer and all Unpaid Reimbursement L/C Obligations plus the Maximum Drawing Amount with respect thereto (including the right to require the Lenders to make Revolving Loans that are Base Rate Committed Loans or make payments with respect fund risk participations in Unreimbursed Amounts pursuant to Reimbursement ObligationsSection 2.03(c)). If Bank of America resigns as the Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Revolving Loans that are Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to §2.9Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) 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 Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

Resignation after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to §15.1, Bank of America may, (i) upon thirty (30) days’ notice to the Borrowers and the Lenders, resign as Issuing Bank and/or (ii) upon thirty (30) days’ notice to the Borrowers, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line Lender, the Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender hereunderhereunder (with the consent of such Lender being appointed as a successor Issuing Bank or Swing Line Lender); provided, however, that no failure by the Borrowers to appoint any such successor shall affect the resignation of Bank of America as Issuing Bank or Swing Line Lender, as the case may be. If Bank of America or any other Issuing Bank resigns as Issuing Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Bank and all Unpaid Reimbursement Obligations plus the Maximum Drawing Amount with respect thereto (including the right to require the Lenders to make Base Rate Loans or make payments with respect to Reimbursement Obligations). If Bank of America or any other Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders DB3/ 204224713.6 115 to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to §2.9.

Resignation after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Credit Dollar Commitment and Loans pursuant to §15.1Section 16.1 above, Bank of America may, (i) upon thirty (30) 30 days’ notice to the Borrowers Borrower and the Lenders, resign as Issuing Bank Issuer and/or (ii) upon thirty (30) 30 days’ notice to the BorrowersBorrower, resign as Swing Line SwingLine Lender. In the event of any such resignation as Issuing Bank Issuer or Swing Line SwingLine Lender, the Borrowers Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank Issuer or Swing Line SwingLine Lender hereunder; provided, however, that no failure by the Borrowers Borrower to appoint any such successor shall affect the resignation of Bank of America as Issuing Bank Issuer or Swing Line SwingLine Lender, as the case may be. If Bank of America resigns as Issuing BankIssuer, it shall retain all the rights rights, powers, privileges and obligations duties of the Issuing Bank Issuer hereunder with respect to all Letters of Credit L/Cs outstanding as of the effective date of its resignation as Issuing Bank Issuer and all Unpaid Reimbursement L/C Obligations plus the Maximum Drawing Amount with respect thereto (including the right to require the Lenders to make Base Rate Margin Loans or make payments with respect fund risk participations in Unreimbursed Amounts pursuant to Reimbursement Obligations)Section 2.20. If Bank of America resigns as Swing Line SwingLine Lender, it shall retain all the rights of the Swing Line SwingLine Lender provided for hereunder with respect to Swing Line 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 Margin Loans or fund risk participations in outstanding Swing Line SwingLine Loans pursuant to §2.9Section 2.24. Upon the appointment of a successor Issuer and or SwingLine Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuer or SwingLine Lender, as the case may be, and (b) the successor Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to assume effectively the obligations of Bank of America with respect to such Letters of Credit.

Resignation after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Credit Dollar Commitment and Loans pursuant to §15.1Section 16.1 above, Bank of America may, (i) upon thirty (30) 30 days’ notice to the Borrowers and the Lenders, resign as Issuing Bank Issuer and/or (ii) upon thirty (30) 30 days’ notice to the Borrowers, resign as Swing Line SwingLine Lender. In the event of any such resignation as Issuing Bank Issuer or Swing Line SwingLine Lender, the Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Bank Issuer or Swing Line SwingLine Lender hereunder; provided, however, that no failure by the Borrowers to appoint any such successor shall affect the resignation of Bank of America as Issuing Bank Issuer or Swing Line SwingLine Lender, as the case may be. If Bank of America resigns as Issuing BankIssuer, it shall retain all the rights rights, powers, privileges and obligations duties of the Issuing Bank Issuer hereunder with respect to all Letters of Credit L/Cs outstanding as of the effective date of its resignation as Issuing Bank Issuer and all Unpaid Reimbursement L/C Obligations plus the Maximum Drawing Amount with respect thereto (including the right to require the Lenders to make Base Rate Margin Loans or make payments with respect fund risk participations in Unreimbursed Amounts pursuant to Reimbursement Obligations)Section 2.20. If Bank of America resigns as Swing Line SwingLine Lender, it shall retain all the rights of the Swing Line SwingLine Lender provided for hereunder with respect to Swing Line 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 Margin Loans or fund risk participations in outstanding Swing Line SwingLine Loans pursuant to §2.9Section 2.24. Upon the appointment of a successor Issuer and or SwingLine Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuer or SwingLine Lender, as the case may be, and (b) the successor Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to assume effectively the obligations of Bank of America with respect to such Letters of Credit.

Resignation after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America FRGI assigns all of its Loan Commitment and Loans pursuant to §15.1Section 16.1 above, Bank of America FRGI may, (i) upon thirty (30) 30 days’ notice to the Borrowers Borrower and the Revolving Credit Lenders, resign as Issuing Bank Issuer and/or (ii) upon thirty (30) 30 days’ notice to the BorrowersBorrower, resign as Swing Line SwingLine Lender. In the event of any such resignation as Issuing Bank Issuer or Swing Line SwingLine Lender, the Borrowers Borrower shall be entitled to appoint from among the Revolving Credit Lenders a successor Issuing Bank Issuer or Swing Line SwingLine Lender hereunder; provided, however, that no failure by the Borrowers Borrower to appoint any such successor shall affect the resignation of Bank of America FRGI as Issuing Bank Issuer or Swing Line SwingLine Lender, as the case may be. If Bank of America FRGI resigns as Issuing BankIssuer, it shall retain all the rights rights, powers, privileges and obligations duties of the Issuing Bank Issuer hereunder with respect to all Letters of Credit L/Cs outstanding as of the effective date of its resignation as Issuing Bank Issuer and all Unpaid Reimbursement L/C Obligations plus the Maximum Drawing Amount with respect thereto (including the right to require the Revolving Credit Lenders to make Base Rate Margin Loans or make payments with respect fund risk participations in Unreimbursed Amounts pursuant to Reimbursement Obligations)Section 2.20. If Bank of America FRGI resigns as Swing Line SwingLine Lender, it shall retain all the rights of the Swing Line SwingLine Lender provided for hereunder with respect to Swing Line 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 Swing Line Loans pursuant to §2.9.Revolving Credit

Resignation after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to §15.1Section 15.01, Bank of America may, (i) upon thirty (30) days’ notice to the Borrowers and the Lenders, resign as Issuing Bank and/or (ii) upon thirty (30) days’ notice to the Borrowers, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank or Swing Line Lender, the Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender hereunderhereunder (with the consent of such ▇▇▇▇▇▇ being appointed as a successor Issuing Bank or Swing Line Lender); provided, however, that no failure by the Borrowers to appoint any such successor shall affect the resignation of Bank of America as Issuing Bank or Swing Line Lender, as the case may be. If Bank of America or any other Issuing Bank resigns as Issuing Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Bank and all Unpaid Reimbursement Obligations plus the Maximum Drawing Amount with respect thereto (including the right to require the Lenders to make Base Rate Loans or make payments with respect to Reimbursement Obligations). If Bank of America or any other Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to §2.9Section 2.09.