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

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank, N.A. or any Lender that also serves as the other L/C Issuer or a Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender Citibank, N.A. or any other L/C Issuer may, as applicable, (i) upon (A) 30 days’ notice to the Borrower and the LendersLenders (or such shorter time as the applicable resigning L/C Issuer, successor L/C Issuer, Borrower and Administrative Agent may agree) and (B) the appointment of a successor L/C Issuer and satisfaction of the requirements of the penultimate sentence of this Section 10.06(h), resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as a Swing Line Lender. In the event of notice of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders (or a Person who will become a Lender) and their Affiliates a successor L/C Issuer who agrees to assume all such rights, powers, privileges and duties of the resigning L/C Issuer, including with respect to its L/C Issuance Limit or Swing Line Lender hereunder; provided such Lender agrees to become an L/C Issuer or a Swing Line Lender, as the case may be; provided, furtherhowever, that no failure by the Borrower to appoint any such successor or such Lender accepting such appointment shall affect the resignation of such resigning Swing Line Lender as or the resignation of the L/C Issuer if the resigning L/C Issuer finds a replacement L/C Issuer that is an Eligible L/C Issuer or, if not an Eligible L/C Issuer, that is reasonably acceptable to the Borrower (such acceptance not to be unreasonably withheld or a Swing Line Lenderdelayed) who agrees to assume all such rights, as powers, privileges and duties of the case may beresigning L/C Issuer, including with respect to its L/C Issuance Limit). If a Lender an L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or Loans, fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)) and issue Letters of Credit pursuant to Section 2.03). If a Lender Citibank, N.A. resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date time of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning L/C Issuer, including with respect to its L/C Issuance Limit, or Swing Line Lender, (b) the resigning L/C Issuer or Swing Line Lender shall be discharged from all of its respective duties and obligations hereunder or under the other Loan Documents, in its capacity as an L/C Issuer or Swing Line Lender, as the case may be, and (bc) the successor L/C Issuer shall issue letters Letters of credit Credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the resigning L/C Issuer and the Borrower (such acceptance not to unreasonably withheld or delayed) to effectively assume the obligations of the resigning such L/C Issuer with respect to such Letters of Credit. In lieu of the appointment of a successor L/C Issuer pursuant to this Section 10.06(h), the Borrower may appoint one or more successor L/C Issuers to satisfy the requirements of this Section 10.06(h).

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Credit Lender that also serves acting as the Swing Line Lender or L/C Issuer or a Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, such Revolving Credit Lender may, as applicable, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as a Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Revolving Credit Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided such Lender agrees to become an L/C Issuer or a Swing Line Lender, as the case may be; provided, furtherhowever, that no failure by the Borrower to appoint any such successor or such Lender accepting such appointment shall affect the resignation of such the resigning Revolving Credit Lender as L/C Issuer or a Swing Line Lender, as the case may be. If a Revolving Credit Lender resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Credit Lenders to make Base Rate Committed Revolving Credit Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Revolving Credit Lender resigns as Swing 150 Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Revolving Credit Lenders to make Base Rate Committed Revolving Credit Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall shall, subject to the foregoing two sentences, succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer Revolving Credit Lender to effectively assume the obligations of the resigning L/C Issuer Revolving Credit Lender with respect to such Letters of Credit.

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

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

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

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that also serves as the is an L/C Issuer or and/or a Swing Line Lender assigns all of its Commitment Commitments and Loans pursuant to subsection (b) above, such Lender may, as applicable, (i) upon 30 thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 thirty (30) days’ notice to the Borrower, resign as a Swing Line Lender. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, the Borrower shall be entitled to appoint from among the Revolving Lenders (with the Administrative Agent’s consent and the applicable Revolving Lender’s consent) a successor L/C Issuer or and/or a successor Swing Line Lender hereunder; provided such Lender agrees to become an L/C Issuer or a Swing Line Lender, as the case may be; provided, furtherhowever, that no failure by the Borrower to appoint any such successor or such Lender accepting such appointment shall affect the resignation of such resigning Lender as an L/C Issuer or and/or a Swing Line Lender, as the case may be. If a any Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Committed Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.03(b)). If a any Lender resigns as a Swing Line Lender, it shall retain all the rights of the a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Revolving Lenders to make Base Rate Committed Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or a successor Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or and/or Swing Line LenderLine, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such succession or make other arrangements reasonably satisfactory to the resigning L/C Issuer to effectively assume the obligations of the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Lender that also serves as the L/C Issuer or a Swing Line Lender Wachovia Bank assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender L/C Issuer may, as applicable, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or and (ii) upon 30 days’ notice to the BorrowerBorrower and the Lenders, resign as a Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided such Lender agrees to become an L/C Issuer or a Swing Line Lender, as the case may be; provided, furtherhowever, that no failure by the Borrower to appoint any such successor or such Lender accepting such appointment shall affect the resignation of such resigning Lender Wachovia Bank, as L/C Issuer or a Swing Line Lender, as the case may be. If a Lender Wachovia Bank resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Lender Wachovia Bank resigns as Swing Line Lender, it shall retain all the rights rights, powers, privileges and duties of the Swing Line Lender provided for hereunder with respect to all Swing Line Loans made by it and outstanding as of the effective date of such resignationits resignation as Swing Line Lender, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c2.03(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning retiring L/C Issuer to effectively assume the obligations of the resigning retiring L/C Issuer with respect to such Letters of Credit.. 108 [AMENDED AND RESTATED CREDIT AGREEMENT]

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that also serves acting as the an L/C Issuer or a the Swing Line Lender assigns all of its Revolving A Commitment and Revolving A Loans pursuant to subsection (b) above, such Lender may, as applicable, (i) upon 30 thirty days’ notice to the Borrower Company and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 thirty days’ notice to the BorrowerCompany, resign as a the Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line Lender, the Borrower Company shall be entitled to appoint from among the Lenders (with such Lender’s consent) a successor L/C Issuer or Swing Line Lender hereunder; provided provided, however, that (x) no failure by the Company to appoint any such successor shall affect the resignation of such Lender agrees to become as an L/C Issuer or a the Swing Line Lender, as the case may be; provided, further, that no failure by the Borrower to appoint and (y) any such successor or such Lender accepting such appointment shall affect the resignation of such resigning Lender as L/C Issuer must be approved by the Administrative Agent (such approval to not be unreasonably withheld, conditioned or a Swing Line Lender, as the case may bedelayed). If a Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Lender resigns as the Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) and the acceptance of such appointment by the applicable Lender, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning L/C Issuer or Swing Line Lender, as the case may be. At the option of the Company, and (b) the a successor L/C Issuer or another existing L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such succession resignation or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that also serves as the is an L/C Issuer or a and/or the Swing Line Lender assigns all of its Commitment Commitments and Loans pursuant to subsection (b) above, such Lender may, as applicable, (i) upon 30 thirty (30) days’ notice to the Borrower Borrowers and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 thirty (30) days’ notice to the BorrowerBorrowers, resign as a the Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line Lender, the Borrower Borrowers shall be entitled to appoint from among the Revolving Lenders (with the Administrative Agent’s consent and the applicable Revolving Lender’s consent) a successor L/C Issuer or and/or a successor Swing Line Lender hereunder; provided such Lender agrees to become an L/C Issuer or a Swing Line Lender, as the case may be; provided, furtherhowever, that no failure by the Borrower Borrowers to appoint any such successor or such Lender accepting such appointment shall affect the resignation of such resigning Lender as an L/C Issuer or a and/or the Swing Line Lender, as the case may be. If a any Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Committed Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.03(b)). If a any Lender resigns as the Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Revolving Lenders to make Base Rate Committed Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or a successor Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or and/or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such succession or make other arrangements reasonably satisfactory to the resigning L/C Issuer to effectively assume the obligations of the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Lender that also serves as the L/C Issuer or a Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender may, as applicable, (i) such L/C Issuer may, upon 30 days’ ' notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) such Swing Line Lender may, upon 30 days’ ' notice to the Borrower, resign as a Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided such Lender agrees to become an L/C Issuer or a Swing Line Lender, as the case may be; provided, furtherhowever, that no failure by the Borrower to appoint any such successor or such Lender accepting such appointment shall affect the resignation of such resigning Lender entity as L/C Issuer or a Swing Line Lender, as the case may be. If a Lender any L/C Issuer resigns as L/C Issuer, it such retiring L/C Issuer shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding and Bankers' Acceptances issued by it and outstanding, and all Bankers' Acceptances issuable under any Acceptance Credits outstanding, as of the effective date of its resignation as L/C Issuer and all L/C C- BA Obligations with respect thereto (including the right to require the Lenders to make Revolving Loans that are Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a any Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Revolving Loans that are Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning applicable L/C Issuer to effectively assume the obligations of the resigning such L/C Issuer with respect to such Letters of Credit.

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

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Lender that also serves as the L/C Issuer or a Swing Line Lender Person assigns all of its Commitment and Loans pursuant to subsection (b) aboveabove and such Person is the Swing Line Lender or an L/C Issuer (an “Assigning Swing Line L/C Lender”), such Lender Person may, as applicable, (i) upon 30 days’ notice to the Borrower Company and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the BorrowerCompany, resign as a Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Borrower shall Company will be entitled to appoint from among the Lenders a successor L/C Issuer Issuers or a successor Swing Line Lender hereunder; provided provided, however, that no failure by the Company to appoint any such successor will affect the resignation of the applicable Assigning Swing Line L/C Lender agrees to become as an L/C Issuer or a Swing Line Lender, as the case may be; provided, further, that no failure by the Borrower to appoint any such successor or such Lender accepting such appointment shall affect the resignation of such resigning Lender as L/C Issuer or a Swing Line Lender, as the case may be. If a an Assigning Swing Line L/C Lender resigns as an L/C Issuer, it shall will retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.04(c)). If a an Assigning Swing Line L/C Lender resigns as Swing 107 Line Lender, it shall will retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall will issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning applicable Assigning Swing Line L/C Issuer Lender to effectively assume the obligations of the resigning such Assigning Swing Line L/C Issuer Lender with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Lender that also serves Citizensany Person acting as the L/C Issuer or a Swing Line Lender assigns all of its Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), such Citizenssuch Person acting as L/C Issuer or Swing Line Lender may, as applicable, (i) upon 30 days’ notice to the Borrower Partnership and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the BorrowerPartnership, resign as a Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, - 135 - 885707.04-LACSR02A - MSW NAI-1535672020v11535672020v8 the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided such Lender agrees to become an L/C Issuer or a Swing Line Lender, as the case may be; provided, furtherhowever, that no failure by the Borrower Borrowers to appoint any such successor or such and no failure by any Lender accepting to accept such appointment shall affect the resignation of such resigning Lender Citizensany Person acting as L/C Issuer or a Swing Line Lender, as the case may be. If a Lender Citizensany Person resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the a L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed RateABR Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Lender Citizens resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed RateABR Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender and the acceptance by such successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Citizensthe retiring L/C Issuer to effectively assume the obligations of the resigning Citizenssuch retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Lender that also serves as the L/C Issuer or a Swing Line Lender The Royal Bank of Scotland assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender The Royal Bank of Scotland may, as applicable, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as a the Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided such Lender agrees to become an L/C Issuer or a Swing Line Lender, as the case may be; provided, furtherhowever, that (A) no failure by the Borrower to appoint any such successor or such Lender accepting such appointment shall affect the resignation of such resigning Lender The Royal Bank of Scotland as L/C Issuer or a Swing Line Lender, as the case may be, and (B) any such appointment by the Borrower shall not be deemed effective until such newly appointed successor L/C Issuer or Swing Line Lender, as the case may be, accepts such appointment in writing. If a Lender The Royal Bank of Scotland resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Lender The Royal Bank of Scotland resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of of, and acceptance by, a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer The Royal Bank of Scotland to effectively assume the obligations of the resigning L/C Issuer The Royal Bank of Scotland with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Lender that also serves as the an L/C Issuer or a the Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (ba) above, such Lender mayL/C Issuer or Swing Line Lender, as applicable, may, (i) upon 30 thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 thirty days’ notice to the Borrower, resign as a Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided such Lender agrees to become an L/C Issuer or a Swing Line Lender, as the case may be; provided, furtherhowever, that no failure by the Borrower to appoint any such successor or such Lender accepting such appointment shall affect the resignation of such resigning Lender as L/C Issuer or a Swing Line Lender, as the case may be. If a Lender an L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the such L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Floating Rate Committed Loans Advances or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)participations). If a Lender the Swing Line Xxxxxx resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Floating Rate Committed Loans Advances or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c)participations. Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of the resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Lender that also serves as the L/C Issuer or a Swing Line Lender Truist Bank assigns all of its Commitment Commitments and Loans pursuant to subsection (b) aboveSection 10.06(b), such Lender Truist Bank may, as applicable, (i) upon 30 days’ notice to the Borrower and the Lenders, resign 134 as an L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as a Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders (who agree to serve, in their respective sole discretion) a successor L/C Issuer or Swing Line Lender hereunder; provided such Lender agrees to become an L/C Issuer or a Swing Line Lender, as the case may be; provided, furtherhowever, that no failure by the Borrower to appoint any such successor or such Lender accepting such appointment shall affect the resignation of such resigning Lender Truist Bank as L/C Issuer or a Swing Line Lender, as the case may be. If a Lender Truist Bank resigns as L/C Issuer, it shall retain all the rights, powers, privileges rights and duties obligations of the an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Lender Truist Bank resigns as Swing Line Lender, it shall retain all the rights of the a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). In addition, notwithstanding anything to the contrary contained herein, if at any time any other L/C Issuer or Swing Line Lender, in its capacity as Lender, assigns all of its Commitments and Loans pursuant to Section 10.06(b), such Lender may, (i) upon 30 days’ notice to the Borrower and the other Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders (subject to such Lender’s acceptance of such appointment) a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as L/C Issuer or Swing Line Lender, as the case may be. If such Lender resigns as L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If such Lender resigns as a Swing Line Lender, it shall retain all the rights of a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning retiring L/C Issuer to effectively assume the obligations of the resigning such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time JPMorgan or any Lender that also serves as the other L/C Issuer or a Swing Line Lender assigns all of its Commitment Revolving Credit Commitments and Revolving Credit Loans pursuant to subsection (b) above, such Lender may, as applicableSection 10.06(b), (i) such L/C Issuer may upon 30 days’ notice to the Borrower Company and the Lenders, resign as an L/C Issuer and/or (ii) JPMorgan may upon 30 days’ notice to the Borrower, Company resign as a Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer (so long as such appointee agrees to act as an L/C Issuer hereunder) or Swing Line Lender hereunder; provided provided, however, that no failure by the Company to appoint any such Lender agrees to become successor shall affect the resignation of JPMorgan or any other L/C Issuer as an L/C Issuer or a Swing Line Lender, as the case may be; provided, further, that no failure by the Borrower to appoint any such successor or such Lender accepting such appointment shall affect the resignation of such resigning Lender as L/C Issuer or a Swing Line Lender, as the case may be. If a Lender any L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer Issuers hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Lender JPMorgan resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment and acceptance of a successor L/C Issuer and/or or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) in the case of the appointment and acceptance of a successor L/C Issuer, the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning retiring L/C Issuer to effectively assume the obligations of the resigning such retiring L/C Issuer with respect to such Letters of Credit.

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Lender that also serves as the an L/C Issuer or a the Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such L/C Issuer or Swing Line Lender may, as applicable, (i) upon 30 thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 thirty days’ notice to the Borrower, resign as a Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided such Lender agrees to become an L/C Issuer or a Swing Line Lender, as the case may be; provided, furtherhowever, that no failure by the Borrower to appoint any such successor or such Lender accepting such appointment shall affect the resignation of such resigning an L/C Issuer or a Swing Line Lender as L/C Issuer or a Swing Line Lender, as the case may be. If a Lender an L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the such L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer or Swing Line Lender to effectively assume the obligations of the resigning L/C Issuer with respect to such Letters of Credit.

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

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

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Lender that also serves as the L/C Issuer or a the Swing Line Lender assigns all of its Commitment and Committed Revolving Loans pursuant to subsection (b) above, such Lender mayL/C Issuer or the Swing Line Lender, as applicable, may (i) upon 30 thirty (30) calendar days’ notice to the Borrower Administrative Agent, the Company and the Lenders, resign as an L/C Issuer Issuer, and/or (ii) upon 30 thirty (30) calendar days’ notice to the BorrowerCompany, resign as a Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided such Lender agrees to become an L/C Issuer or a Swing Line Lender, as the case may be; provided, furtherthat, that no failure by the Borrower Company to appoint any such successor or such Lender accepting such appointment shall affect the resignation of such resigning Lender as L/C Issuer or a the Swing Line Lender, as the case may be. If a Lender an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Committed Revolving Loans that are Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.03(f)). If a Lender Bank of America resigns as the Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Committed Revolving Loans that are Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (aA) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (bB) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the resigning L/C Issuer to effectively assume the obligations of the resigning such L/C Issuer with respect to such Letters of Credit.

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Lender that also serves acting as the an L/C Issuer or a Swing Line Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection clause (b) above, such L/C Issuer or Swing Line Lender may, as applicable, (i) upon 30 thirty (30) days’ prior written notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 thirty (30) days’ prior written notice to the Borrower, resign as a Swing Line Lender. In the event of any 157 such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided such Lender agrees to become an L/C Issuer or a Swing Line Lender, as the case may be; provided, furtherhowever, that no failure by the Borrower to appoint any such successor or such Lender accepting such appointment shall affect the resignation of such resigning Lender lender as L/C Issuer or a Swing Line Lender, as the case may be. If a any Lender resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a any Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b2) the successor L/C Issuer shall issue letters of credit in substitution for the applicable Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the such resigning L/C Issuer to effectively assume the obligations of the such resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that also serves acting as the a L/C Issuer or a Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such Lender may, as applicable, (i) upon 30 thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 thirty days’ notice to the Borrower, resign as a Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided such Lender agrees to become an L/C Issuer or a Swing Line Lender, as the case may be; provided, furtherhowever, that no failure by the Borrower to appoint any such successor or such Lender accepting such appointment shall affect the resignation of such resigning Lender as L/C Issuer or a Swing Line Lender, as the case may be. If a Lender resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the a L/C Issuer hereunder with respect to all Letters 111 of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Lender resigns as Swing Line Lender, it shall retain all the rights of the as a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer applicable Lender to effectively assume the obligations of the resigning L/C Issuer such Lender with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America or any other Lender that also serves as the is an L/C Issuer or a Swing Line Lender hereunder (each, a “Resigning Lender”), as applicable, assigns all of its Commitment and Loans pursuant to subsection (b) above, such Resigning Lender may, as applicable, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as a Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided such Lender agrees to become an L/C Issuer or a Swing Line Lender, as the case may be; provided, furtherhowever, that no failure by the Borrower to appoint any such successor or such Lender accepting such appointment shall affect the resignation of such resigning Resigning Lender as L/C Issuer or a Swing Line Lender, as the case may be. If a such Resigning Lender resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to \52073062 Section 2.03(c2.04(c)). If a such Resigning Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer such Resigning Lender to effectively assume the obligations of the resigning such Resigning Lender, as an L/C Issuer Issuer, with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time JPMorgan or any other Lender that also serves then acting as the an L/C Issuer or a Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, JPMorgan or such Lender mayother Lender, as applicablethe case may be, may, (i) upon 30 days’ notice to the Borrower Company and the Lenders, resign as an L/C Issuer and/or (ii) in the case of JPMorgan, upon 30 days’ notice to the BorrowerCompany, resign as a Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Borrower Company shall be entitled entitled, so long as no Event of Default has occurred and is continuing, to appoint from among the Lenders that have accepted such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of JPMorgan or such other Lender agrees to become as an L/C Issuer or a Swing Line Lender, as the case may be; provided, further, that no failure by the Borrower to appoint any such successor or such Lender accepting such appointment shall affect the resignation of such resigning other Lender as an L/C Issuer. If JPMorgan or any other Lender then acting as an L/C Issuer or a Swing Line Lender, as the case may be. If a Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect Exhibit 4.1 to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.04(c)) until such time as the obligations relating to such outstanding Letters of Credit are assigned, assumed, released, terminated or paid in full (other than indemnification and other contingent obligations). If a Lender JPMorgan resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c2.05(c) until such time as the obligations relating to such outstanding Swing Line Loans are assigned, assumed, released, terminated or paid in full (other than indemnification and other contingent obligations). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to JPMorgan or such other Lender, as the resigning L/C Issuer case may be, to effectively assume the obligations of JPMorgan or such other Lender, as the resigning L/C Issuer case may be, with respect to such Letters of Credit.