Common use of Resignation as Issuing Bank or Swingline Lender after Assignment Clause in Contracts

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender may, (i) upon 30 days’ notice to the Company and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the Company, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of the resigning Issuing Bank or Swingline Lender. If an Issuing Bank resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement 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 2.05(c)). If a Swingline Lender 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. Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Toronto Dominion assigns all of its Revolving Loan Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender Toronto Dominion may, (i) upon 30 thirty (30) days’ notice to the Company and the Lenders, resign as an Issuing Bank and/or and (ii) (i) upon 30 thirty (30) days’ notice to the Company, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of the resigning Toronto Dominion as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank Toronto Dominion resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties of the an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Bank and all L/C Disbursement Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans Advances or fund risk participations in Unreimbursed Amounts pursuant to Section 2.05(c2.13(c)). If a Swingline Lender Toronto Dominion 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 Revolving Loans (in the form of Base Rate Loans Advances) or fund risk participations in outstanding Swingline Loans pursuant to Section 2.042.17(c). Upon the appointment of a successor Issuing Bank and/or or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank Toronto Dominion to effectively assume the obligations of the resigning Issuing Bank Toronto Dominion with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender Bank of America may, (i) upon 30 days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Bank of America as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank of America resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement LC Exposure 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 2.05(c))thereto. If a Swingline Lender 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 2.042.5. Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession successor or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender JPMorgan Chase Bank, N.A. assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender JPMorgan Chase Bank, N.A. may, (i) upon 30 days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning JPMorgan Chase Bank, N.A. as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank JPMorgan Chase Bank, N.A. resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C LC Disbursement 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 2.05(c)). If a Swingline Lender JPMorgan Chase Bank, 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 2.04. Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank JPMorgan Chase Bank, N.A. to effectively assume the obligations of the resigning Issuing Bank JPMorgan Chase Bank, N.A. with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender an Issuing Bank assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender Issuing Bank may, (i) upon 30 days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) in the case of Bank of America, upon 30 days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunderhereunder (which successor shall expressly agree to assume such role); provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning such Issuing Bank as an Issuing Bank or (in the case of Bank of America) Swingline Lender, as the case may be. If an Issuing Bank resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties of the an Issuing Bank hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as Issuing Bank and all L/C Disbursement Disbursements 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 2.05(c)). If a Swingline Lender 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. Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning such Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America, Citi or KeyBank assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender may, then (i) Bank of America, Citi or KeyBank, as applicable, may, upon 30 days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank Bank, and/or (ii) Bank of America may, upon 30 days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Bank of America, Citi or KeyBank as an Issuing Bank or of Bank of America as the Swingline Lender, as the case may be. If an Issuing Bank of America, Citi or KeyBank resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of the an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all L/C Disbursement LC Exposures with respect thereto (including the right to require the Lenders to make Base Rate ABR Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.05(c2.5(c)). If a Swingline Lender 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 ABR Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.042.4(c). Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America, Citi or KeyBank, as applicable, to effectively assume the obligations of the resigning Issuing Bank of America, Citi or KeyBank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender assigns all Bank of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender America may, (i) upon 30 days’ notice to the Company and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the Company, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of the resigning Bank of America as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank of America resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement 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 2.05(c)). If a Swingline Lender 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. Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender DBNY may, (i) upon 30 days’ notice to the Company and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the Company, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of the resigning DBNY as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank DBNY resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement 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 2.05(c)). If a Swingline Lender DBNY 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. Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank DBNY to effectively assume the obligations of the resigning Issuing Bank DBNY with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender Bank of America may, (i) upon 30 thirty days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 thirty days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Bank of America as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank of America resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement LC Exposure with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts LC Borrowings pursuant to Section 2.05(c)2.23). If a Swingline Lender 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. Upon 2.6(c).Upon the appointment of a successor Issuing Bank and/or Swingline Lender, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (b2) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Commitment Commitments and Revolving Loans pursuant to subsection (b) aboveSection 11.06(b), such Revolving Lender Bank of America may, (i) upon 30 days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Bank of America as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank of America resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement LC 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 2.05(c)2.13). If a Swingline Lender 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 2.042.12(d). Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender acting as an Issuing Bank or the Swingline Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender may, (i) upon 30 thirty (30) days’ ' notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 thirty (30) days’ ' notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as an Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning such Lender as an Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank a Lender resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of the an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all L/C Disbursement LC 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 2.05(c)Article IV). If a Swingline Lender 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 2.043.8(c). Upon the appointment of a successor Issuing Bank and/or Swingline Lender, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (b2) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender acting as an Issuing Bank or the Swingline Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender may, (i) upon 30 thirty (30) days’ ' notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 thirty (30) days’ ' notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as an Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning such Lender as an Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank a Lender resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of the an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all L/C Disbursement LC 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 2.05(c)Article IV). If a Swingline Lender Xxxxx Fargo Bank 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 2.043.8(c). Upon the appointment of a successor Issuing Bank and/or Swingline Lender, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (b2) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Issuing Bank assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection paragraph (b) above, such Revolving Lender Issuing Bank may, (i) upon 30 days’ notice to the Company Borrowers and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyBorrowers, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrowers to appoint any such successor shall affect the resignation of the resigning JPMorgan Chase Bank, N.A. as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank JPMorgan Chase Bank, N.A. resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C LC Disbursement 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 2.05(c)). If a Swingline Lender JPMorgan Chase Bank, 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 2.04. Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank JPMorgan Chase Bank, N.A. to effectively assume the obligations of the resigning Issuing Bank JPMorgan Chase Bank, N.A. with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender Bank of America may, (i) upon 30 thirty (30) days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 thirty (30) days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Bank of America as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank of America resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement LOC 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 2.05(c2.12(c)). If a Swingline Lender 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 2.042.13. Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America or JPMorgan assigns all of its respective Revolving Commitment Commitments and Revolving Loans pursuant to subsection (b) above, such Revolving Lender may, (i) Bank of America or JPMorgan, as applicable may, upon 30 days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) Bank of America may upon 30 days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunderhereunder (subject to such Lender’s acceptance of its appointment as Issuing Bank or Swingline Lender); provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Bank of America or JPMorgan as Issuing Bank or Bank of America as Swingline LenderLender hereunder, as the case may be. If an Issuing Bank of America or JPMorgan, as applicable, resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties of the Issuing Bank hereunder with respect to all of its respective Letters of Credit outstanding as of the effective date of its resignation as Issuing Bank and all L/C Disbursement obligations with respect thereto (including the right to require the Lenders to make Base Rate ABR Loans or fund risk participations in Unreimbursed Amounts unreimbursed amounts pursuant to Section 2.05(c2.05(e)). If a Swingline Lender 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 ABR Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.042.04(c). Upon the appointment of a successor Issuing Bank and/or Swingline Lender, Lender (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America or JPMorgan, as applicable, to effectively assume the obligations of the resigning Issuing Bank of America or JPMorgan, as applicable, with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender an Issuing Bank assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender Issuing Bank may, (i) upon 30 days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) in the case of Bank of America, upon 30 days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunderhereunder (which successor shall expressly agree to assume such role); provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning such Issuing Bank as an Issuing Bank or (in the case of Bank of America) Swingline Lender, as the case may be. If an Issuing Bank resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties of the Issuing Bank hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as Issuing Bank and all L/C Disbursement Disbursements 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 2.05(c)). If a Swingline Lender 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. Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning such Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender Bank of America may, (i) upon 30 days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Bank of America as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank of America resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C LC Disbursement 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 2.05(c)). If a Swingline Lender 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. Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender Bank of America may, (i) upon 30 days’ notice to the Company Borrower Representative and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyBorrower Representative, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower Representative shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunderhereunder (subject to such Lender’s acceptance of its appointment as Issuing Bank or Swingline Lender); provided, however, that no failure by the Company Borrowers to appoint any such successor shall affect the resignation of the resigning Bank of America as Issuing Bank or Swingline LenderLender hereunder, as the case may be. If an Issuing Bank of America resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement obligations with respect thereto (including the right to require the Lenders to make Base Rate ABR Loans or fund risk participations in Unreimbursed Amounts unreimbursed amounts pursuant to Section 2.05(c2.05(e)). If a Swingline Lender 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 ABR Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.042.04(c). Upon the appointment of a successor Issuing Bank and/or Swingline Lender, Lender (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Credit Commitment and Revolving Loans Credit Advances pursuant to subsection (b) above, such Revolving Lender Bank of America may, (i) upon 30 thirty (30) days’ notice to the Company Borrowers and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 thirty (30) days’ notice to the CompanyBorrowers, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, provided that no failure by the Company Borrowers to appoint any such successor shall affect the resignation of the resigning Bank of America as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank of America resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement Exposure with respect thereto (including the right to require the Lenders to make Base Rate Loans Advances or fund risk participations in Unreimbursed Amounts pursuant to Section 2.05(c2.16(c)). If a Swingline Lender 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 Advances 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 Advances or fund risk participations in outstanding Swingline Loans Advances pursuant to Section 2.042.04(c). Upon the appointment of a successor Issuing Bank and/or Swingline Lender, (aA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (bB) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Toronto Dominion assigns all of its Revolving Loan Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender Toronto Dominion may, (i) upon 30 thirty (30) days’ notice to the Company and the Lenders, resign as an Issuing Bank and/or and (ii) (i) upon 30 thirty (30) days’ notice to the Company, resign as Swingline LenderXxxxxx. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of the resigning Toronto Dominion as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank Toronto Dominion resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties of the an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Bank and all L/C Disbursement Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans Advances or fund risk participations in Unreimbursed Amounts pursuant to Section 2.05(c2.13(c)). If a Swingline Lender Toronto Dominion 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 Revolving Loans (in the form of Base Rate Loans Advances) or fund risk participations in outstanding Swingline Loans pursuant to Section 2.042.17(c). Upon the appointment of a successor Issuing Bank and/or or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank Toronto Dominion to effectively assume the obligations of the resigning Issuing Bank Toronto Dominion with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSECTION 9.06(b), such Revolving Lender Bank of America may, (i) upon 30 days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as an Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders (who shall agree to such appointment) a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Bank of America as an Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank of America resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of the an Issuing Bank hereunder with respect to all of its Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all L/C Disbursement with respect thereto Obligations on account of such Letters of Credit (including the right to require the Lenders to make Base Rate Revolving Credit Loans or fund risk participations in Unreimbursed Amounts Letter of Credit Disbursements pursuant to Section 2.05(cSECTION 2.11(g)). If a Swingline Lender 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 Revolving Credit Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04SECTION 2.20(a). Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of CreditCredit issued by Bank of America, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything herein to the contrary contained hereincontrary, if at any time any Revolving Credit Lender that is also acting as an Issuing Bank or a Swingline Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 12.06, such Revolving Credit Lender may, (i) upon 30 days’ notice to the Company Parent Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyParent Borrower, resign as a Swingline Lender. In the event of any such resignation as an Issuing Bank or a Swingline Lender, the Parent Borrower shall be entitled to appoint from among the Revolving Credit Lenders a successor Issuing Bank or Swingline Lender hereunderhereunder (subject to such successor’s acceptance of such appointment); provided, however, provided that no failure by the Company Parent Borrower to appoint any such successor shall affect the resignation of the resigning such Revolving Credit Lender as an Issuing Bank or a Swingline Lender, as the case may be. If an Issuing Bank any such Revolving Credit Lender resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of the an Issuing Bank hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an Issuing Bank and all L/C Disbursement LC Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts unreimbursed LC Disbursements pursuant to Section 2.05(c)2.03). If a Swingline any such Revolving Credit Lender resigns as a Swingline Lender, it shall retain all the rights of the a 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 2.042.01(c). Upon the acceptance of any appointment of as a successor Issuing Bank and/or Swingline Lender, (aA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (bB) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of CreditCredit of such retiring Issuing Bank, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning such retiring Issuing Bank to effectively assume the obligations of the resigning such retiring Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSECTION 9.06(b), such Revolving Lender Bank of America may, (i) upon 30 days’ notice to the Company Lead Borrower and the Lenders, resign as an the Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyLead Borrower, resign as Swingline Lender. In the event of any such resignation as the Issuing Bank or Swingline Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Lead Borrower to appoint any such successor shall affect the resignation of Bank of America as the resigning Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank of America resigns as the Issuing Bank, it shall retain all the rights, powers, privileges and duties of the Issuing Bank hereunder with respect to all of its Letters of Credit outstanding as of the effective date of its resignation as the Issuing Bank and all L/C Disbursement with respect thereto Obligations on account of such Letters of Credit (including the right to require the Lenders to make Base Rate Revolving Credit Loans or fund risk participations in Unreimbursed Amounts Letter of Credit Disbursements pursuant to Section 2.05(cSECTION 2.11(g)). If a Swingline Lender 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 Revolving Credit Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04SECTION 2.20(a). Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of CreditCredit issued by Bank of America, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender may, (i) upon 30 days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Issuing Bank or Swingline Lender. If an Issuing Bank resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement 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 2.05(c)). If a Swingline Lender 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. Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Commitment Commitments and Revolving Loans pursuant to subsection (b) above, such Revolving Lender Bank of America may, (i) upon 30 days’ notice to the Company and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the Company, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of the resigning Bank of America as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank of America resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement 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 2.05(c))thereto. If a Swingline Lender 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 2.042.05. Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Xxxxx Fargo assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender Xxxxx Fargo may, (i) upon 30 days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunderhereunder subject in each case to such Lender’s consent to and acceptance of any such appointment; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Xxxxx Fargo as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank Xxxxx Fargo resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement LC Exposure with respect thereto (including the right to require the Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts LC Exposure pursuant to Section 2.05(c2.05(d)). If a Swingline Lender Xxxxx Fargo 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 Alternate Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04. 2.15(c) Upon the appointment of a successor Issuing Bank and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties obligations of the retiring Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank Xxxxx Fargo to effectively assume the obligations of the resigning Issuing Bank Xxxxx Fargo with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b‎(b) above, such Revolving Lender may, (i) upon 30 days’ notice to the Company and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the Company, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of the resigning Issuing Bank or Swingline Lender. If an Issuing Bank resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement with respect thereto 117 (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.05(c)). If a Swingline Lender 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 ‎Section 2.04. Upon the appointment of a successor Issuing Bank and/or Swingline Lender, (aA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (bB) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Commitment Commitments and Revolving Loans pursuant to subsection (b) above, such Revolving Lender Bank of America may, (i) upon 30 days’ ' notice to the Company and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ ' notice to the Company, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of the resigning Bank of America as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank of America resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement 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 2.05(c))thereto. If a Swingline Lender 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 2.042.05. Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America, Citi, KeyBank, PNC Bank or Xxxxx Fargo assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender may, then (i) Bank of America, Citi, KeyBank, PNC Bank or Xxxxx Fargo, as applicable, may, upon 30 thirty (30) days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank Bank, and/or (ii) Bank of America may, upon 30 thirty (30) days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Bank of America, Citi, KeyBank, PNC Bank or Xxxxx Fargo as an Issuing Bank or of Bank of America as the Swingline Lender, as the case may be. If an Issuing Bank of America, Citi, KeyBank, PNC Bank or Xxxxx Fargo resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of the an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all L/C Disbursement LC Exposures with respect thereto (including the right to require the Lenders to make Base Rate ABR Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.05(c2.5(c)). If a Swingline Lender 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 ABR Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.042.4(c). Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America, Citi, KeyBank, PNC Bank or Xxxxx Fargo, as applicable, to effectively assume the obligations of the resigning Issuing Bank of America, Citi, KeyBank, PNC Bank or Xxxxx Fargo with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender Bank of America may, (i) upon 30 days’ notice to the Company Borrower Representative and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyBorrower Representative, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower Representative shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunderhereunder (subject to such Lender’s acceptance of its appointment as Issuing Bank or Swingline Lender); provided, however, that no failure by the Company Borrowers to appoint any such successor shall affect the resignation of the resigning Bank of America as Issuing Bank or Swingline LenderLender hereunder, as the case may be. If an Issuing Bank of America resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement obligations with respect thereto (including the right to require the Lenders to make Base Rate ABR Loans or fund risk participations in Unreimbursed Amounts unreimbursed amounts pursuant to Section 2.05(c2.05(e)). If a Swingline Lender 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 ABR Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.042.04(c). Upon the appointment of a successor Issuing Bank and/or Swingline Lender, Lender (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.. 115 007751-0138-14324-Active.18437309 #86412664v10

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything herein to the contrary contained hereincontrary, if at any time any Revolving Credit Lender that is also acting as an Issuing Bank or a Swingline Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 12.06, such Revolving Credit Lender may, (i) upon 30 days’ notice to the Company Parent Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyParent Borrower, resign as a Swingline Lender. In the event of any such resignation as an Issuing Bank or a Swingline Lender, the Parent Borrower shall be entitled to appoint from among the Revolving Credit Lenders a successor Issuing Bank or Swingline Lender hereunderhereunder (subject to such successor’s acceptance of such appointment); provided, however, provided that no failure by the Company Parent Borrower to appoint any such successor shall affect the resignation of the resigning such Revolving Credit Lender as an Issuing Bank or a Swingline LenderLend- er, as the case may be. If an Issuing Bank any such Revolving Credit Lender resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of the an Issuing Bank hereunder with respect to all Letters of Credit outstanding issued by it outstand- ing as of the effective date of its resignation as an Issuing Bank and all L/C Disbursement LC Obligations with respect thereto (including includ- ing the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts unreimbursed LC Disburse- ments pursuant to Section 2.05(c)2.03). If a Swingline any such Revolving Credit Lender resigns as a Swingline Lender, it shall retain all the rights of the a Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding out- standing 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 2.042.01(c). Upon the acceptance of any appointment of as a successor Issuing Bank and/or Swingline Lender, (aA) such successor shall succeed to and become be- come vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (bB) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of CreditCredit of such retiring Issuing Bank, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning such retiring Issuing Bank to effectively assume the obligations of the resigning such retiring Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America, Citi or KeyBank assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender may, then (i) Bank of America, Citi or KeyBank, as applicable, may, upon 30 days’ ' notice to the Company Borrower and the Lenders, resign as an Issuing Bank Bank, and/or (ii) Bank of America may, upon 30 days’ ' notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Bank of America, Citi or KeyBank as an Issuing Bank or of Bank of America as the Swingline Lender, as the case may be. If an Issuing Bank of America, Citi or KeyBank resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of the an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all L/C Disbursement LC Exposures with respect thereto (including the right to require the Lenders to make Base Rate ABR Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.05(c2.5(c)). If a Swingline Lender 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 ABR Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.042.4(c). Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America, Citi or KeyBank, as applicable, to effectively assume the obligations of the resigning Issuing Bank of America, Citi or KeyBank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Commitment Commitments and Revolving Loans pursuant to subsection (b) above, such Revolving Lender Bank of America may, (i) upon 30 days’ ' notice to the Company and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ ' notice to the Company, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of the resigning Bank of America as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank of America resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement 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 2.05(c))thereto. If a Swingline Lender 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 2.04SECTION 2.05. Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.. 138

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Credit Commitment and Revolving Loans Credit Advances pursuant to subsection (b) above, such Revolving Lender Bank of America may, (i) upon 30 thirty (30) days’ notice to the Company Borrowers and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 thirty (30) days’ notice to the CompanyBorrowers, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrowers to appoint any such successor shall affect the resignation of the resigning Bank of America as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank of America resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement Exposure with respect thereto (including the right to require the Lenders to make Base Rate Loans Advances or fund risk participations in Unreimbursed Amounts pursuant to Section 2.05(c2.16(c)). If a Swingline Lender 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 Advances 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 Advances or fund risk participations in outstanding Swingline Loans Advances pursuant to Section 2.042.04(c). Upon the appointment of a successor Issuing Bank and/or Swingline Lender, (aA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (bB) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.. SECTION 11.04Section 8.08

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender Bank of America may, (i) upon 30 days’ notice to the Company Borrowers and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyBorrowers, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower Borrowers shall be 120 entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrowers to appoint any such successor shall affect the resignation of the resigning Bank of America as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank of America resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement LC Disbursements 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 2.05(c)). If a Swingline Lender 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. Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection paragraph (b) above, such Revolving Lender Bank of America may, (i) upon 30 thirty days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 thirty days’ notice to the CompanyBorrower, resign as the Swingline Lender. In the event of any such resignation as an Issuing Bank or the Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, howeverthat, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Bank of America as an Issuing Bank or the Swingline Lender, as the case may be. If an Issuing Bank of America resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of the an Issuing Bank hereunder with respect to all Letters of Credit issued by Bank of America and outstanding as of the effective date of its resignation as an Issuing Bank and all L/C Disbursement LC Obligations with respect thereto (including the right to require the Lenders to make Base Rate ABR Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.05(c2.19(c)). If a Swingline Lender 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 Lenders to make Base Rate ABR Revolving Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.042.18(c). Upon the appointment of a successor Issuing Bank and/or Swingline Lender, (aA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (bB) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, issued by Bank of America and outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America, Citi, Deutsche Bank, PNC Bank or Xxxxx Fargo assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender may, then (i) Bank of America, Citi, Deutsche Bank, PNC Bank or Xxxxx Fargo, as applicable, may, upon 30 thirty (30) days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank Bank, and/or (ii) Bank of America may, upon 30 thirty (30) days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Bank of America, Citi, Deutsche Bank, PNC Bank or Xxxxx Fargo as an Issuing Bank or of Bank of America as the Swingline Lender, as the case may be. If an Issuing Bank of America, Citi, Deutsche Bank, PNC Bank or Xxxxx Fargo resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of the an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all L/C Disbursement LC Exposures with respect thereto (including the right to require the Lenders to make Base Rate ABR Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.05(c2.5(c)). If a Swingline Lender 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 ABR Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.042.4(c). Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America, Citi, Deutsche Bank, PNC Bank or Xxxxx Fargo, as applicable, to effectively assume the obligations of the resigning Issuing Bank of America, Citi, Deutsche Bank, PNC Bank or Xxxxx Fargo with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender Bank of America may, (i) upon 30 days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Bank of America as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank of America resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement LC Exposures with respect thereto (including the right to require the Lenders to make Base Rate ABR Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.05(c2.6(c)). If a Swingline Lender 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 ABR Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.042.5(c). Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Xxxxx Fargo assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender Xxxxx Fargo may, (i) upon 30 days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder, subject in each case to such Lender’s consent to and acceptance of any such appointment; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Xxxxx Fargo as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank Xxxxx Fargo resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement LC Exposure with respect thereto (including the right to require the Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts LC Exposure pursuant to Section 2.05(c2.05(d)). If a Swingline Lender Xxxxx Fargo 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 Alternate Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04. 2.15(c) Upon the appointment of a successor Issuing Bank and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties obligations of the retiring Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank Xxxxx Fargo to effectively assume the obligations of the resigning Issuing Bank Xxxxx Fargo with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection paragraph (b) above, such Revolving Lender Bank of America may, (i) upon 30 thirty days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 thirty days’ notice to the CompanyBorrower, resign as the Swingline Lender. In the event of any such resignation as an Issuing Bank or the Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; 160 provided, howeverthat, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Bank of America as an Issuing Bank or the Swingline Lender, as the case may be. If an Issuing Bank of America resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of the an Issuing Bank hereunder with respect to all Letters of Credit issued by Bank of America and outstanding as of the effective date of its resignation as an Issuing Bank and all L/C Disbursement LC Obligations with respect thereto (including the right to require the Lenders to make Base Rate ABR Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.05(c2.19(c)). If a Swingline Lender 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 Lenders to make Base Rate ABR Revolving Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.042.18(c). Upon the appointment of a successor Issuing Bank and/or Swingline Lender, (aA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (bB) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, issued by Bank of America and outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) aboveSection 12.04(b), such Revolving Lender Bank of America may, (i) upon 30 days’ notice to the Company Lead Borrowers and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyLead Borrowers, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower Lead Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Lead Borrowers to appoint any such successor shall affect the resignation of the resigning Bank of America as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank of America resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement LC Obligations with respect thereto (including the right to require the Lenders to make U.S. Base Rate Loans or fund risk participations in Unreimbursed Amounts unreimbursed LC Disbursements pursuant to Section 2.05(c2.13(e)). If a Swingline Lender 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 U.S. Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.042.12(d). Upon the appointment of a successor Issuing Bank bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.. 192

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender Bank of America may, (i) upon 30 days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunderhereunder (which successor shall expressly agree to assume such role); provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Bank of America as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank of America resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement LC Disbursements 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 2.05(c)). If a Swingline Lender 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. Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.. 119

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Credit Commitment and Revolving Loans Credit Advances pursuant to subsection (b) above, such Revolving Lender Bank of America may, (i) upon 30 thirty (30) days’ notice to the Company Borrowers and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 thirty (30) days’ notice to the CompanyBorrowers, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrowers to appoint any such successor shall affect the resignation of the resigning Bank of America as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank of America resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement Exposure with respect thereto (including the right to require the Lenders to make Base Rate Loans Advances or fund risk participations in Unreimbursed Amounts pursuant to Section 2.05(c2.16(c)). If a Swingline Lender 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 Advances 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 Advances or fund risk participations in outstanding Swingline Loans Advances pursuant to Section 2.042.04(c). Upon the appointment of a successor Issuing Bank and/or Swingline Lender, (aA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (bB) the successor Issuing Bank 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 NAI-1502274953v9 satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Xxxxx Fargo assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (bSection 10.07(b) above and resigns as Administrative Agent pursuant to Section 9.10 above, such Revolving Lender Xxxxx Fargo may, (i) upon 30 days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Xxxxx Fargo as Issuing Bank or Swingline Lender, as the case may be; provided, further any such successor Issuing Bank or Swingline Lender must accept such appointment in writing. If an Issuing Bank Xxxxx Fargo resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement LC Exposure with respect thereto (including the right to require the Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts LC Exposure pursuant to Section 2.05(c)2.05(d). If a Swingline Lender Xxxxx Fargo 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 Alternate Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.042.15(c). Upon the appointment of a successor Issuing Bank and/or Swingline Lender, (aA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties obligations of the retiring Issuing Bank or Swingline Lender, as the case may be, and (bB) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of CreditCredit issued by the prior Issuing Bank that remain outstanding, the provisions of Section 2.05(i) shall apply.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Commitment Commitments and Revolving Loans pursuant to subsection (b) aboveSection 11.06(b), such Revolving Lender Bank of America may, (i) upon 30 days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Bank of America as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank of America resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C Disbursement LC 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 2.05(c)2.13). If a Swingline Lender 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 2.042.12(d). Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit BACK in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender JPMorgan Chase Bank, N.A. assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender JPMorgan Chase Bank, N.A. may, (i) upon 30 days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning JPMorgan Chase Bank, N.A. as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank JPMorgan Chase Bank, N.A. resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties 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 L/C LC Disbursement 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 2.05(c)). If a Swingline Lender JPMorgan Chase Bank, 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 2.04. Upon the appointment of a successor Issuing Bank and/or Swingline Lender, (a) 138 such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank JPMorgan Chase Bank, N.A. to effectively assume the obligations of the resigning Issuing Bank JPMorgan Chase Bank, N.A. with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender Rabobank may, (i) upon 30 days’ notice to the Company and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the Company, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower Company shall be entitled to appoint from among the Revolving Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of the resigning Rabobank as Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank Rabobank resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties of the an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Bank and all L/C Disbursement 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 2.05(c)). If a Swingline Lender Rabobank 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. Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank Rabobank to effectively assume the obligations of the resigning Issuing Bank Rabobank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America, Citi, Deutsche Bank, PNC Bank or Xxxxx Fargo assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender may, then (i) Bank of America, Citi, Deutsche Bank, PNC Bank or Xxxxx Fargo, as applicable, may, upon 30 thirty (30) days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank Bank, and/or (ii) Bank of America may, upon 30 thirty (30) days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning Bank of America, Citi, Deutsche Bank, PNC Bank or Xxxxx Fargo as an Issuing Bank or of Bank of America as the Swingline Lender, as the case may be. If an Issuing Bank of America, Citi, Deutsche Bank, PNC Bank or Wells Fargo resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of the an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all L/C Disbursement LC Exposures with respect thereto (including the right to require the Lenders to make Base Rate ABR Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.05(c2.5(c)). If a Swingline Lender 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 ABR Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.042.4(c). Upon the appointment of a successor Issuing Bank 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 Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America, Citi, Deutsche Bank, PNC Bank or Xxxxx Fargo, as applicable, to effectively assume the obligations of the resigning Issuing Bank of America, Citi, Deutsche Bank, PNC Bank or Xxxxx Fargo with respect to such Letters of Credit.. 128

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender acting as an Issuing Bank or the Swingline Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender may, (i) upon 30 thirty (30) days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 thirty (30) days’ notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as an Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning such Lender as an Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank a Lender resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of the an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all L/C Disbursement LC 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 2.05(c)Article IV). If a Swingline Lender Wxxxx Fargo Bank 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 2.043.8(c). Upon the appointment of a successor Issuing Bank and/or Swingline Lender, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (b2) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything herein to the contrary contained hereincontrary, if at any time any Revolving Lender that is also acting as an Issuing Bank or a Swingline Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection paragraph (b) aboveof this Section, such Revolving Lender may, (i) upon 30 days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or and (ii) upon 30 days’ notice to the CompanyBorrower, resign as a Swingline Lender. In the event of any such resignation as an Issuing Bank or a Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, provided that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning such Lender as an Issuing Bank or a Swingline Lender, as the case may be. If an Issuing Bank any such Lender resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of the an Issuing Bank hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an Issuing Bank and all L/C Disbursement LC Exposures with respect thereto (including the right to require the Lenders to make Base Rate ABR Loans or fund risk participations in Unreimbursed Amounts unreimbursed LC Disbursements pursuant to Section 2.05(c2.06(e)). If a Swingline any such Lender resigns as a Swingline Lender, it shall retain all the rights of the a 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 ABR Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.042.04(c). Upon the appointment of a successor Issuing Bank and/or or Swingline Lender, (aA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, be and (bB) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank such Lender to effectively assume the obligations of the resigning Issuing Bank such Lender with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender U.S. Bank assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender maySection 10.4(b), (i) U.S. Bank may, upon 30 days’ notice to the Company Borrowers and the Lenders, resign as an Issuing Bank and/or Bank, or (ii) U.S. Bank may, upon 30 days’ notice to the CompanyBorrowers, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to Borrowers may appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunderLender; provided, however, provided that no the Borrowers’ failure by the Company to appoint any such a successor shall not affect the resignation of the resigning Issuing Bank or Swingline Lender. If an Issuing U.S. Bank resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties of the Issuing Bank hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date time of its resignation as Issuing Bank and all L/C Disbursement 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 2.05(c2.20(e)). If a Swingline Lender U.S. Bank 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 time of such resignation, including the right to require the Revolving Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.042.4(d). Upon the appointment of a successor Issuing Bank and/or or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters Letters of credit Credit in substitution for the Letters of Credit, if any, issued by the retiring Issuing Bank outstanding at the time of such succession or make other arrangements satisfactory to the resigning retiring Issuing Bank to effectively assume the obligations of the resigning retiring Issuing Bank with respect to such Letters of Credit. Setoff . The Borrowers hereby grant each Lender a security interest in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of the Borrowers with such Lender or any Affiliate of such Lender (the “Deposits”) to secure the Obligations. In addition to, and without limitation of, any rights of the Lenders under Applicable Law, if any Event of Default occurs, the Borrowers authorize each Lender, the Issuing Bank, and each of their respective Affiliates, with the prior written consent of the Administrative Agent and subject to Section 2.19, to offset and apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, are contingent or unmatured or are owed to a branch office or Affiliate of such Lender or the Issuing Bank different from the branch office or Affiliate holding such Deposit, and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided that if any Defaulting 101 Lender exercises such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.23(d) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Bank, and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender acting as an Issuing Bank or the Swingline Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such Revolving Lender may, (i) upon 30 thirty (30) days’ ' notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 thirty (30) days’ ' notice to the CompanyBorrower, resign as Swingline Lender. In the event of any such resignation as an Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company Borrower to appoint any such successor shall affect the resignation of the resigning such Lender as an Issuing Bank or Swingline Lender, as the case may be. If an Issuing Bank a Lender resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of the an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all L/C Disbursement LC 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 2.05(c)Article IV). If a Swingline Lender Wxxxx Fargo Bank 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 2.043.8(c). Upon the appointment of a successor Issuing Bank and/or Swingline Lender, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (b2) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Lender Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection paragraph (b) above, such Revolving Lender Bank of America may, (i) upon 30 thirty days’ notice to the Company Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 thirty days’ notice to the CompanyXxxxxxxx, resign as the Swingline Lender. In the event of any such resignation as an Issuing Bank or the Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunderXxxxxx xxxxxxxxx; provided, howeverthat, that no failure by the Company Xxxxxxxx to appoint any such successor shall affect the resignation of the resigning Bank of America as an Issuing Bank or the Swingline Lender, as the case may be. If an Issuing Bank of America resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of the an Issuing Bank hereunder with respect to all Letters of Credit issued by Bank of America and outstanding as of the effective date of its resignation as an Issuing Bank and all L/C Disbursement LC Obligations with respect thereto (including the right to require the Lenders to make Base Rate ABR Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.05(c2.19(c)). If a Swingline Lender 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 Lenders to make Base Rate ABR Revolving Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.042.18(c). Upon the appointment of a successor Issuing Bank and/or Swingline Lender, (aA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (bB) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, issued by Bank of America and outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank of America to effectively assume the obligations of the resigning Issuing Bank of America with respect to such Letters of Credit.