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 Citibank assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or 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 has consented to such appointment; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank as L/C Issuer or Swing Line Lender, as the case may be. If Citibank 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If Citibank 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(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 Citibank to effectively assume the obligations of Citibank 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 Revolving Credit Lender acting as Swing Line Lender or L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank such Revolving Credit Lender may, (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 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank the resigning Revolving Credit Lender as L/C Issuer or Swing Line Lender, as the case may be. If Citibank 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 Lenders to make Alternate Base Rate Revolving Credit Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank 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 Lenders to make Base Rate Revolving Credit Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank the resigning Revolving Credit Lender to effectively assume the obligations of Citibank the resigning Revolving Credit Lender with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank (i) the Lender that is a L/C Issuer or a Domestic Swing Line Lender assigns all of its Commitment Domestic Commitment, Domestic Revolving Loans and Domestic Swing Line Loans pursuant to subsection Section 11.06(b), or (bii) abovethe Lender that is the Canadian Swing Line Lender assigns all of its Canadian Commitment, Citibank Canadian Revolving Loans, and Canadian Swing Line Loans pursuant to Section 11.06(b), such Person may, (A) upon 30 forty-five (45) days’ written notice to the applicable Agent, ▇▇▇▇▇ and the Domestic Lenders, resign as a L/C Issuer, (B) upon forty-five (45) days’ notice to ▇▇▇▇▇, resign as a Domestic Swing Line Lender, and/or (C) upon forty-five (45) days’ notice to the Borrower and the LendersCanadian Borrowers, resign as L/C Issuer and/or the Canadian Swing Line Lender. In the event of any such resignation as a L/C Issuer Issuer, a Domestic Swing Line Lender or the Canadian Swing Line Lender, the Borrower ▇▇▇▇▇ shall be entitled to appoint from among (1) the Lenders Domestic Lenders, a successor L/C Issuer or a Domestic Swing Line Lender hereunder provided such Lender has consented to such appointmentor (2) the Canadian Lenders, a successor Canadian Swing Line Lender; provided, howeverthat, that no failure by the Borrower ▇▇▇▇▇ to appoint any such successor shall affect the resignation of Citibank such Person as a L/C Issuer or Issuer, a Domestic Swing Line Lender and/or the Canadian Swing Line Lender, as the case may be. If Citibank such Person resigns as a 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 issued by it and outstanding as of the effective date of its resignation as a L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Domestic Lenders to make Alternate Domestic Revolving Loans that are Domestic Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(f)). If Citibank such Person resigns as a Domestic Swing Line Lender, it shall retain all the rights of the a Domestic Swing Line Lender provided for hereunder with respect to Domestic Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Domestic Lenders to make Domestic Revolving Loans that are Domestic Base Rate Revolving Loans or fund risk participations in outstanding Domestic Swing Line Loans pursuant to Section 2.05(c2.04(c)(i). If such Person resigns as the Canadian Swing Line Lender, it shall retain all the rights of the Canadian Swing Line Lender provided for hereunder with respect to Canadian Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Canadian Lenders to make Canadian Revolving Loans that are Canadian Base Rate Loans or Canadian Prime Rate Loans, as applicable, or fund risk participations in outstanding Canadian Swing Line Loans pursuant to Section 2.04(c)(ii). Upon the appointment of a successor L/C Issuer Issuer, Domestic Swing Line Lender, and/or Canadian 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 Issuer, Domestic Swing Line Lender, or Canadian 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 Citibank the retiring Person to effectively assume the obligations of Citibank such Person with respect to such Letters of Credit. Schedule 2.03 and Schedule 2.04 shall be deemed to be automatically updated to reflect the L/C Commitment, the Domestic Swing Line Commitment, and/or the Canadian Swing Line Commitment of any Person that becomes a L/C Issuer, a Domestic Swing Line Lender, or the Canadian Swing Line Lender after the Closing Date pursuant to this Section 11.06(f).

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank Bank of the West assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Citibank Bank of the West may, (i) upon 30 thirty (30) days’ notice to the Parent Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days’ notice to the Parent Borrower resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or 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 such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of Citibank Bank of the West as L/C Issuer or Swing Line Lender, as the case may be. If Citibank Bank of the West 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts unreimbursed amounts pursuant to Section 2.04(c2.03(c)). If Citibank Bank of the West 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, resignation including the right to require the Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank Bank of the West to effectively assume the obligations of Citibank Bank of the West 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 ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (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, ▇▇▇▇▇ Fargo may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ 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 Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(d)). If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank or U.S. Bank assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 11.06(b), Citibank or U.S. Bank, as applicable, may, (i) upon 30 days’ notice to each Borrower and the Lenders, resign as an L/C Issuer and/or (ii) in the case of Citibank, upon 30 days’ notice to the Borrower and the Lenderseach Borrower, resign as L/C Issuer and/or Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Borrower Borrowers shall be entitled to appoint from among the Revolving Credit Lenders a successor L/C Issuer or and/or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of Citibank or U.S. Bank, as applicable, as L/C Issuer or Swing Line Lender, as the case may be. If Citibank or U.S. Bank, 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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, issued by such retiring L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to Citibank such retiring L/C Issuer to effectively assume the obligations of Citibank 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 Citibank any L/C Issuer or any Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection Section 10.06(b), (bi) above, Citibank such L/C Issuer may, upon 30 days’ notice to the Borrower Company and the Lenders, resign as an L/C Issuer and/or or (ii) such Swing Line Lender may, upon 30 days’ notice to the Company, resign as a Swing Line Lender, as the case may be. 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 willing to accept such appointment in their sole discretion a successor L/C Issuer or Swing Line Lender hereunder hereunder; provided such Lender has consented to such appointment; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of Citibank any L/C Issuer as an L/C Issuer or any Swing Line Lender as a Swing Line Lender, as the case may be. If Citibank any 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 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank any Swing Line Lender 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 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 Citibank the resigning L/C Issuer to effectively assume the obligations of Citibank 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 Citibank a Lender that is also an L/C Issuer or the Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank such L/C Issuer or Swing Line Lender may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders one or more successor L/C Issuers or Swing Line Lender hereunder. The failure by the Borrower to appoint a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointment; provided, however, that no failure by the Borrower to appoint any such successor shall not affect the resignation of Citibank as the resigning L/C Issuer; however, the resignation of the Swing Line Lender shall not be effective until a successor Swing Line Lender has been appointed and has accepted such appointment. Such resigning L/C Issuer or Swing Line Lender, as the case may be. If Citibank 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 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.02(c)). If Citibank resigns as Such resigning Swing Line Lender, it Lender 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.15(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 Citibank the retiring L/C Issuer to effectively assume the obligations of Citibank 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 Citibank the L/C Issuer/Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection clause (b) above, Citibank such L/C Issuer/Swing Line Lender may, (i) upon 30 days’ notice to the Borrower Administrative Agent, the Company and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Company, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of Citibank the L/C Issuer/Swing Line Lender as L/C Issuer or Swing Line Lender, as the case may be. If Citibank the 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 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(f)). If Citibank 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(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 Citibank the retiring L/C Issuer to effectively assume the obligations of Citibank the retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank a Lender that is an L/C Issuer and/or a Swing Line Lender assigns all of its Commitment Commitments and Loans pursuant to subsection (b) above, Citibank such Lender may, (i) upon 30 thirty (30) days’ notice to the Parent Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Parent Borrower, resign as a Swing Line Lender. In the event of any such resignation as an L/C Issuer or a 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of Citibank such Lender as an L/C Issuer or and/or a Swing Line Lender, as the case may be. If Citibank 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 Alternate Base Rate Committed Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(b)). If Citibank 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 2.05(c2.04(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 Citibank the resigning L/C Issuer to effectively assume the obligations of Citibank 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 U.S. Bank assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 11.06(b), Citibank U.S. Bank may, (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 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank U.S. Bank as L/C Issuer or Swing Line Lender, as the case may be. If Citibank U.S. 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 Alternate Base Rate Revolving Credit Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank U.S. 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(c). Upon the appointment of a successor L/C Issuer and/or 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 Citibank U.S. Bank to effectively assume the obligations of Citibank U.S. Bank with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (i) upon 30 daysten (10) Business Days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon ten (10) Business Days’ notice to the Borrower, ▇▇▇▇▇ Fargo may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, howeverthat, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ 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 Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)2.03(c). If Citibank ▇▇▇▇▇ 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 Closing Date of such resignation, including the right to require the Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (i) upon 30 days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, ▇▇▇▇▇ Fargo may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ 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 Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)2.03(c). If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (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 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ 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 Lenders to make Alternate Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank U.S. Bank assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank U.S. Bank may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank U.S. Bank as an L/C Issuer or Swing Line Lender, as the case may be. If Citibank U.S. Bank 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 an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Alternate Base Rate Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If Citibank U.S. 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(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 Citibank U.S. Bank to effectively assume the obligations of Citibank U.S. Bank with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank may, upon 30 days’ notice to the Borrower and the Lenders, resign as (i) the L/C Issuer and/or (ii) as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented hereunder, subject to such appointmentLender’s consent, in its sole and absolute discretion; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank as an L/C Issuer or Swing Line Lender, as the case may be. If Citibank 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 an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Alternate Base Rate Committed Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If Citibank 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(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 Citibank to effectively assume the obligations of Citibank 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 ▇▇▇▇▇ Fargo Bank assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo Bank may, (i) upon 30 thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo Bank as L/C Issuer or Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ Fargo 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank ▇▇▇▇▇ Fargo 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo Bank to effectively assume the obligations of Citibank ▇▇▇▇▇ Fargo Bank with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank ▇▇▇▇▇ Fargo Retail Finance, LLC assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank may, (i) ▇▇▇▇▇ Fargo Bank may upon 30 days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) ▇▇▇▇▇ Fargo Retail Finance, LLC upon 30 days’ notice to the Lead Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo Bank as L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC as Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ Fargo 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank ▇▇▇▇▇ Fargo Retail Finance, LLC 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo Bank to effectively assume the obligations of Citibank ▇▇▇▇▇ Fargo Bank with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank ▇▇▇▇▇ Fargo Bank assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo Bank may, (i) upon 30 days’ notice to the Borrower Anixter and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to Anixter, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower Anixter shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower Anixter to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo Bank as L/C Issuer or Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ Fargo Bank resigns as L/C Issuer, it shall retain all the rights, powers, privileges rights and duties obligations 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.06(c))) and Anixter shall provide cash collateral satisfactory to ▇▇▇▇▇ Fargo Bank to secure its obligations with respect to such Letters of Credit and L/C Obligations. Upon the acceptance of a successor’s appointment as L/C Issuer hereunder, (x) such successor shall succeed to and become vested with all of the rights, powers, privileges and such duties of the retiring L/C Issuer, (y) ▇▇▇▇▇ Fargo Bank shall be discharged from all of its duties and obligations as L/C Issuer hereunder or under the other Loan Documents, and (z) 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 (in which case ▇▇▇▇▇ Fargo Bank shall release any cash collateral provided by Anixter pursuant to the preceding sentence) or make other arrangement satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. If Citibank ▇▇▇▇▇ Fargo 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(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 Citibank to effectively assume the obligations of Citibank 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 Wachovia Bank assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank such L/C Issuer may, (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 Borrower and the Lenders, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank Wachovia Bank, as L/C Issuer or Swing Line Lender, as the case may be. If Citibank 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(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 Citibank the retiring L/C Issuer to effectively assume the obligations of Citibank the retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank Toronto Dominion (New York) LLC as a Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank (i) Toronto Dominion Bank may, upon 30 days’ ' notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) Toronto Dominion (New York) LLC may, 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 a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank Toronto Dominion Bank as L/C Issuer or Toronto Dominion (New York) LLC as Swing Line Lender, as the case may be. If Citibank Toronto Dominion 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 Alternate Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank Toronto Dominion (New York) LLC 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 Revolving Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank Toronto Dominion Bank to effectively assume the obligations of Citibank Toronto Dominion 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 Citibank ▇▇▇▇▇ Fargo assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (i) upon 30 thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint (with such appointee’s consent) from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as an L/C Issuer or Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ Fargo 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 an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c))thereto. If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c)2.04(e) . 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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank a 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”), Citibank such 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 Company, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Borrower shall Company will be entitled to appoint from among the Lenders a successor L/C Issuer Issuers or a successor Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall will affect the resignation of Citibank the applicable Assigning Swing Line L/C Lender as an L/C Issuer or Swing Line Lender, as the case may be. If Citibank 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 Alternate Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If Citibank 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 Revolving Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(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 Citibank the applicable Assigning Swing Line L/C Lender to effectively assume the obligations of Citibank such Assigning Swing Line L/C Lender with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. (i) Notwithstanding anything to the contrary contained herein, if at any time Citibank a Lender acting as an L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) aboveSection 11.06(b), Citibank such Lender may, upon 30 days’ notice to the Borrower Company, the Administrative Agent and the Lenders, resign as an L/C Issuer and/or Swing Line LenderIssuer. In the event of any such resignation as an L/C Issuer or Swing Line LenderIssuer, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder hereunder; provided such Lender has consented to such appointment; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of Citibank such ▇▇▇▇▇▇ as an L/C Issuer or Swing Line Lender, as the case may beIssuer. If Citibank such ▇▇▇▇▇▇ 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 such ▇▇▇▇▇▇ 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)2.03). Upon the appointment of a successor L/C Issuer, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, 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 such Lender to effectively assume the obligations of such Lender with respect to such Letters of Credit. (ii) Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to Section 11.06(b), Bank of America may, upon 30 days’ notice to the Company, resign as the Swing Line Lender. In the event of any such resignation as the Swing Line Lender, the Company shall be entitled to appoint from among the Lenders a successor Swing Line Lender hereunder; provided that no failure by the Company to appoint any such successor shall affect the resignation of Bank of America as the Swing Line Lender. If Citibank Bank of America resigns as the Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank to effectively assume the obligations of Citibank with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything Subject to the contrary contained hereinclause (vii) of subsection (b) above, if at any time Citibank any L/C Issuer or the Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank such L/C Issuer or the Swing Line Lender may, (i) upon 30 days’ notice to the Borrower Company and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Company, resign as Swing Line Lender. In the event of any such resignation as 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of Citibank the applicable L/C Issuer or the Swing Line Lender as L/C Issuer or Swing Line Lender, as the case may be. If Citibank the applicable L/C Issuer resigns as a L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all its respective Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Alternate Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.04(e)). If Citibank the applicable Swing Line Lender 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 Revolving Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(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 applicable Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to Citibank the applicable retiring L/C Issuer to effectively assume the obligations of Citibank the applicable retiring L/C Issuer with respect to such Letters of Credit.. 112 ActiveUS 170689984v.4

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (i) upon 30 days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, ▇▇▇▇▇ ▇▇▇▇▇ may resign as Swing Line Lender▇▇▇▇▇▇. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank Wells 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 Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (i) upon 30 thirty (30) days’ ' notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days' notice to the Lead Borrower, ▇▇▇▇▇ Fargo may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, howeverthat, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ ▇▇▇▇▇ 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank a Lender acting as an L/C Issuer or the Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank 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 thirty days’ notice to the Company, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of Citibank such Lender as an L/C Issuer or Swing Line Lender, as the case may be. If Citibank 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 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 Alternate Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Revolving Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank the resigning L/C Issuer to effectively assume the obligations of Citibank Bank of America 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 ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (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 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank Wells 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 Lenders to make Alternate Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank W▇▇▇▇ Fargo assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, Citibank W▇▇▇▇ Fargo may, (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 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 has consented to such appointmenthereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Citibank W▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank W▇▇▇▇ 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank W▇▇▇▇ 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank W▇▇▇▇ Fargo to effectively assume the obligations of Citibank W▇▇▇▇ 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 Citibank W▇▇▇▇ Fargo assigns all of its Revolving Credit Commitment and Loans pursuant to subsection (b) above, Citibank W▇▇▇▇ Fargo may, (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 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank W▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank W▇▇▇▇ 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 Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If Citibank W▇▇▇▇ 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 Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(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 Citibank W▇▇▇▇ Fargo to effectively assume the obligations of Citibank W▇▇▇▇ 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, (x) any L/C Issuer may, upon thirty (30) calendar days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as an L/C Issuer; provided that, if at any time Citibank assigns such L/C Issuer has not assigned all of its Revolving Commitment and Committed Revolving Loans pursuant to subsection (b) above, Citibank then such resignation shall be subject to the appointment and acceptance of a successor L/C Issuer and/or (y) if the Swing Line Lender assigns all of its Revolving Commitment and Committed Revolving Loans pursuant to subsection (b) above, the Swing Line Lender may, upon 30 thirty (30) calendar days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as L/C Issuer and/or Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, howeverthat, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank as such L/C Issuer or the Swing Line Lender, as the case may be, if such L/C Issuer or the Swing Line Lender, as the case may be, has assigned all of its Revolving Commitment and Committed Revolving Loans pursuant to subsection (b) above. If Citibank 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 Revolving Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(f)). If Citibank PNC Bank 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 Committed Revolving Loans that are Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank the resigning L/C Issuer to effectively assume the obligations of Citibank 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 Citibank ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (i) upon 30 days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Lead Borrower, ▇▇▇▇▇ Fargo may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ 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 Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(e)). If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c​ ​ 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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (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 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ 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 Lenders to make Alternate Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank a Lender serving as L/C Issuer or Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, Citibank such Lender may, (i) upon 30 thirty (30) days’ notice to the Borrower Borrowers and the other Lenders, resign as the L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrowers, resign as the Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower Holdings shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower Holdings to appoint any such successor shall affect the resignation of Citibank the retiring entity as L/C Issuer or Swing Line Lender, as the case may be. If Citibank any entity serving as 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank the entity serving as 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line LenderLender and the acceptance of such appointment by such successor, (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, be and (b) the successor L/C Issuer shall issue letters of credit in substitution for 149 the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Citibank the retiring L/C Issuer to effectively assume the obligations of Citibank 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 Citibank CFC or another Lender serving as an L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank (i) CFC or such other Lender, as the case may be, may, upon 30 thirty days’ notice to the Borrower and the Lenders, resign as one of the L/C Issuer Issuers and/or (ii) CFC may, upon thirty days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank CFC or the other Lender as L/C Issuer or of CFC as Swing Line Lender, as the case may be. If Citibank CFC or another Lender resigns as L/C Issuer, it shall remain primarily obligated under, and shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to to, all its Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Alternate Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.3(c)). If Citibank CFC 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 Revolving Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.4(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 Citibank CFC or another Lender resigning as an L/C Issuer to effectively assume the obligations of Citibank CFC or such other Lender, as the case may be, with respect to such Letters of Credit; provided, however, that in the case of any Bond Letter of Credit, such substitution shall comply with the Bond Documents applicable thereto and with Section 2.3(b).

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank an L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank such L/C Issuer may, upon 30 days’ notice to the Borrower and the Lenders, resign as (i) an L/C Issuer and/or (ii) 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 Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented hereunder, subject to such appointmentLender’s consent, in its sole and absolute discretion; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank as an L/C Issuer or Swing Line Lender, as the case may be. If Citibank resigns as an L/C IssuerIssuer resigns, 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 an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Alternate Base Rate Committed RC Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If Citibank resigns as a Swing Line LenderLender resigns, 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 Revolving Committed RC Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(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 Citibank the resigning L/C Issuer to effectively assume the obligations of Citibank 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 ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (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 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ ▇▇▇▇▇ 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 Alternate Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank any L/C Issuer or Swing Line Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection clause (bc) above, Citibank such L/C Issuer or Swing Line Lender, as applicable, may, (i) upon 30 10 days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon 10 days’ notice to the Borrower, resign as the 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank the applicable L/C Issuer or Swing Line Lender as an L/C Issuer or Swing Line Lender, as the case may be. If Citibank 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.3(c)). If Citibank the Swing Line ▇▇▇▇▇▇ 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.4(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 Citibank the applicable retiring L/C Issuer to effectively assume the obligations of Citibank the applicable retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank Barclays Bank PLC or any other L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), Citibank such Person may, (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 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank Barclays Bank PLC or such other L/C Issuer as L/C Issuer or Swing Line Lender, as the case may be. If Citibank Barclays Bank PLC or another L/C Issuer 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank Barclays Bank PLC 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank Barclays Bank PLC or such other resigning L/C Issuer to effectively assume the obligations of Citibank Barclays Bank PLC or such Person 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 Royal Bank assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), Citibank Royal Bank may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line LenderLender and/or (iii) upon 30 days’ notice to the Borrower, resign as Collateral Agent. In the event of any such resignation as of an L/C Issuer or Issuer, the Swing Line LenderLender or Collateral Agent, the Borrower shall be entitled to appoint from among the Lenders willing to accept its appointment a successor L/C Issuer or Issuer, Swing Line Lender or Collateral Agent hereunder provided such Lender has consented to such appointment(as applicable); provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank as the relevant L/C Issuer or Issuer, Swing Line LenderLender or Collateral Agent, as the case may be. If Citibank 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank the relevant L/C Issuer to effectively assume the obligations of Citibank the relevant L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (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 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ ▇▇▇▇▇ 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 Alternate Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank ▇▇▇▇▇ ▇▇▇▇▇ 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 Revolving Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (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, ▇▇▇▇▇ Fargo may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ 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 Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection clause (b) above, Citibank may, (i) upon 30 thirty (30) days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank as L/C Issuer or Swing Line Lender, as the case may be. If Citibank 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 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank to effectively assume the obligations of Citibank 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 U.S. Bank assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank U.S. Bank may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank U.S. Bank as an L/C Issuer or Swing Line Lender, as the case may be. If Citibank U.S. Bank 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 an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Alternate Base Rate Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If Citibank U.S. 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(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 Citibank U.S. Bank to effectively assume the obligations of Citibank U.S. Bank with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank the L/C Issuer/Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection clause (b) above, Citibank such L/C Issuer/Swing Line Lender may, (i) upon 30 days’ notice to the Borrower Administrative Agent, the Company and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Company, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of Citibank the L/C Issuer/Swing Line Lender as L/C Issuer or Swing Line Lender, as the case may be. If Citibank the 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 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(f)). If Citibank the Swing Line ▇▇▇▇▇▇ 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(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 Citibank the retiring L/C Issuer to effectively assume the obligations of Citibank the retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank ▇▇▇▇▇ Fargo Retail Finance, LLC assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank may, (i) ▇▇▇▇▇ Fargo Bank may upon 30 thirty (30) days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) ▇▇▇▇▇ Fargo Retail Finance, LLC upon 30 days’ notice to the Lead Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo Bank as L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC as Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ Fargo 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank ▇▇▇▇▇ Fargo Retail Finance, LLC 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo Bank to effectively assume the obligations of Citibank ▇▇▇▇▇ Fargo Bank with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank JPMorgan or any other L/C Issuer assigns all of its Commitment Revolving Credit Commitments and Revolving Credit Loans pursuant to subsection Section 10.06(b), (bi) above, Citibank may, 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 Company resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer (so long as such appointee agrees to act as an L/C Issuer hereunder) or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of Citibank JPMorgan or any other L/C Issuer as an L/C Issuer or Swing Line Lender, as the case may be. If Citibank 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank the retiring L/C Issuer to effectively assume the obligations of Citibank 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 (i) at any time Citibank assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank may, (A) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer, and/or (B) 30 days’ notice to the Borrower and the Lenders, resign as Swing Line Lender, (ii) at any time any other L/C Issuer and/or assigns all of its Commitment and Loans pursuant to subsection (b) above, such L/C Issuer may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer, and (iii) at any time any other Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such Swing Line Lender may, upon 30 days’ notice to the Borrower an Lender, resign 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank as such L/C Issuer or Swing Line Lender, as the case may be. If Citibank any 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If Citibank any Swing Line Lender 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line LenderLender and the written acceptance by such successor of such appointment, (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 Citibank the retiring L/C Issuer to effectively assume the obligations of Citibank the retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank Citibank, N.A. or any other L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank Citibank, N.A. or any other L/C Issuer may, (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 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank as such Swing Line Lender or the resignation of the L/C Issuer if the resigning L/C Issuer finds a replacement L/C Issuer that is an Eligible L/C Issuer or, if not an Eligible L/C Issuer, that is reasonably acceptable to the Borrower (such acceptance not to be unreasonably withheld or Swing Line Lenderdelayed) who agrees to assume all such rights, as powers, privileges and duties of the case may beresigning L/C Issuer, including with respect to its L/C Issuance Limit). If Citibank 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 Alternate Base Rate Loans or Loans, fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)2.03(c) and issue Letters of Credit pursuant to Section 2.03). If Citibank 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank the resigning L/C Issuer and the Borrower (such acceptance not to unreasonably withheld or delayed) to effectively assume the obligations of Citibank 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 (i) at any time Citibank assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank may, (A) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer, and/or (B) 30 days’ notice to the Borrower and the Lenders, resign as Swing Line Lender, (ii) at any time any other L/C Issuer and/or assigns all of its Commitment and Loans pursuant to subsection (b) above, such L/C Issuer may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer, and (iii) at any time any other Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such Swing Line Lender may, upon 30 days’ notice to the Borrower an Lender, resign 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank as such L/C Issuer or Swing Line Lender, as the case may be. If Citibank any 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If Citibank any Swing Line Lender 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line LenderLender and the written acceptance by such successor of such appointment, (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, 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 Citibank the retiring L/C Issuer to effectively assume the obligations of Citibank the retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if (i) at any time Citibank assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank may, (A) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer Issuer, and/or (B) 30 days’ notice to the Borrower and the Lenders, resign as Swing Line Lender, and (ii) at any time any other L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) above, such L/C Issuer may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank such L/C Issuer, as applicable, as L/C Issuer or Swing Line Lender, as the case may be. If Citibank any 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 Alternate Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If Citibank 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 Revolving Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line LenderLender and the written acceptance by such successor of such appointment, (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 Citibank the retiring L/C Issuer to effectively assume the obligations of Citibank the retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank a Lender that is an L/C Issuer or a Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank such Lender may, (i) upon 30 days’ notice to the Borrower BorrowersBorrower and the Lenders, and, so long as one or more financial institutions reasonably acceptable to the Borrowers haveBorrower has accepted their appointment as a successor L/C Issuer, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the BorrowersBorrower, resign as U.S. Swing Line Lender and Canadian Swing Line Lender. In the event of any such resignation as L/C Issuer Issuer, U.S. Swing Line Lender, or Canadian Swing Line Lender, the U.S. or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor U.S. L/C Issuer or U.S. Swing Line Lender hereunder, and the Canadian Borrower shall be entitled to appoint from among the Canadian Lenders a successor Canadian L/C Issuer or CanadianL/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the anythe Borrower to appoint any such successor shall affect the resignation of Citibank such Lender as (except as provided above) L/C Issuer Issuer, U.S. Swing Line Lender, or Canadian or Swing Line Lender, as the case may be. If Citibank such 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 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 Alternate U.S. Base Rate Committed Loans or fund risk participations in U.S. Unreimbursed Amounts pursuant to Section 2.04(c) and to require the Canadian Lenders to make Canadian Prime Rate Committed Loans or Canadian Base Rate Committed Loans or fund risk participations in Canadian Unreimbursed Amounts pursuant to Section 3.04(c)). If Citibank such Lender resigns as U.S. Swing Line Lender, it shall retain all the rights of the U.S. Swing Line Lender provided for hereunder with respect to U.S. 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 U.S. Base Rate Revolving Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c). If such Lender resigns as Canadian Swing Line Lender, it shall retain all the rights of the Canadian Swing Line Lender provided for hereunder with respect to Canadian Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Canadian Lenders to make Canadian Prime Rate Committed Loans or Canadian Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 3.05(c). Upon the appointment of a successor L/C Issuer and/or U.S. Swing Line Lender or Canadian 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 Issuer, U.S. Swing Line Lender or Canadian 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 (provided that the respective beneficiaries thereof agree to such substitution) or make other arrangements satisfactory to Citibank such Lender to effectively assume the obligations of Citibank 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 Citibank an L/C Issuer or the Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (ba) above, Citibank such L/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 thirty days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank as such L/C Issuer or Swing Line Lender, as the case may be. If Citibank 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 Alternate Base Floating Rate Loans Advances or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)participations). If Citibank the Swing Line ▇▇▇▇▇▇ 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 Revolving Loans Advances or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(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 Citibank the resigning L/C Issuer to effectively assume the obligations of Citibank 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 ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (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, ▇▇▇▇▇ ▇▇▇▇▇ may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank Wells 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 Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (i) upon 30 days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Lead Borrower, ▇▇▇▇▇ ▇▇▇▇▇ may resign as Swing Line LenderLender (including ▇▇▇▇▇ Fargo Capital Finance UK Limited in its capacity as such). In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ ▇▇▇▇▇ 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c))thereto. If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank any Lender acting as an L/C Issuer or Swing Line Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection clause (b) above, Citibank such L/C Issuer or Swing Line Lender may, (i) upon 30 thirty (30) days’ prior written notice to the Borrower Company and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty (30) days’ prior written notice to the Company, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of Citibank such lender as L/C Issuer or Swing Line Lender, as the case may be. If Citibank any ▇▇▇▇▇▇ 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 CHAR1\1982698v3 require the Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank any ▇▇▇▇▇▇ 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line LenderLender and the consent thereto by such successor, (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 Citibank such resigning L/C Issuer to effectively assume the obligations of Citibank such resigning L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. (i) Notwithstanding anything to the contrary contained herein, if at any time Citibank a Lender acting as an L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) aboveSection 11.06(b), Citibank such Lender may, upon 30 days’ notice to the Borrower Company, the Administrative Agent and the Lenders, resign as an L/C Issuer and/or Swing Line LenderIssuer. In the event of any such resignation as an L/C Issuer or Swing Line LenderIssuer, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder hereunder; provided such Lender has consented to such appointment; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of Citibank such Lender as an L/C Issuer or Swing Line Lender, as the case may beIssuer. If Citibank such 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 such Lender 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 Alternate Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)2.03). Upon the appointment of a successor L/C Issuer, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, 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 such Lender to effectively assume the obligations of such Lender with respect to such Letters of Credit. (ii) Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to Section 11.06(b), Bank of America may, upon 30 days’ notice to the Company, resign as the Swing Line Lender. In the event of any such resignation as the Swing Line Lender, the Company shall be entitled to appoint from among the Lenders a successor Swing Line Lender hereunder; provided that no failure by the Company to appoint any such successor shall affect the resignation of Bank of America as the Swing Line Lender. If Citibank Bank of America resigns as the Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Revolving Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank to effectively assume the obligations of Citibank 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 an L/C Issuer or the Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank 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 thirty days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank an L/C Issuer or a Swing Line Lender as L/C Issuer or Swing Line Lender, as the case may be. If Citibank 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank the resigning L/C Issuer or Swing Line Lender to effectively assume the obligations of Citibank 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 ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (i) upon 30 thirty (30) days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Lead Borrower, ▇▇▇▇▇ Fargo may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ 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 Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (ai) 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 (bii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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, (a) if at any time Citibank the ▇▇▇▇ assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇ may, upon 30 thirty (30) days’ notice to the Borrower Borrowers and the Lenders, resign as L/C Issuer and/or and (b) if at any time ▇▇▇▇ assigns all of its Commitment and Loans pursuant to subsection (b) above, upon thirty (30) days’ notice to the Borrowers, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided (with such Lender has consented to such appointmentLender’s consent); provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇ as L/C Issuer or ▇▇▇▇ as Swing Line Lender, as the case may be. If Citibank ▇▇▇▇ 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank ▇▇▇▇ 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(c). Upon the appointment 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) 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 Citibank ▇▇▇▇ to effectively assume the obligations of Citibank ▇▇▇▇ 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 ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (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 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 has consented to such appointment122 hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ 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 Lenders to make Alternate Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank a Lender that is an L/C Issuer and/or a Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), Citibank such Lender may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as 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 Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder, as the case may be; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank such Lender as an L/C Issuer or a Swing Line Lender, as the case may be. If Citibank 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 Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank 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 Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(c). Upon the appointment of a any 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 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 CreditCredit issued by the resigning L/C Issuer, if any, outstanding at the time of such succession or make other arrangements satisfactory to Citibank the resigning L/C Issuer to effectively assume the obligations of Citibank 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 a Lender serving as L/C Issuer or Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, Citibank such Lender may, (i) upon 30 thirty (30) days’ notice to the Borrower Borrowers and the other Lenders, resign as the L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrowers, resign as the Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower Holdings shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower Holdings to appoint any such successor shall affect the resignation of Citibank the retiring entity as L/C Issuer or Swing Line Lender, as the case may be. If Citibank any entity serving as 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank the entity serving as 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line LenderLender and the acceptance of such appointment by such successor, (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, 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 Citibank the retiring L/C Issuer to effectively assume the obligations of Citibank such L/C Issuer with respect to such Letters of Credit.. US-DOCS\70212156.16

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank a Lender who is an L/C Issuer or the Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank (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 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 hereunder; provided such Lender has consented to such appointment; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank such Lender as L/C Issuer or Swing Line Lender, as the case may be. If Citibank 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 Alternate Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank 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 Revolving Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank the previous L/C Issuer to effectively assume the obligations of Citibank the previous L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, (x) any L/C Issuer may, upon thirty (30) calendar days' notice to the Administrative Agent, the Borrower and the Lenders, resign as an L/C Issuer; provided that, if at any time Citibank assigns such L/C Issuer has not assigned all of its Revolving Commitment and Committed Revolving Loans pursuant to subsection (b) above, Citibank then such resignation shall be subject to the appointment and acceptance of a successor L/C Issuer and/or (y) if the Swing Line Lender assigns all of its Revolving Commitment and Committed Revolving Loans pursuant to subsection (b) above, the Swing Line Lender may, upon 30 thirty (30) calendar days’ ' notice to the Administrative Agent, the Borrower and the Lenders, resign as L/C Issuer and/or Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, howeverthat, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank as such L/C Issuer or the Swing Line Lender, as the case may be, if such L/C Issuer or the Swing Line Lender, as the case may be, has assigned all of its Revolving cxxxix Commitment and Committed Revolving Loans pursuant to subsection (b) above. If Citibank 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 Revolving Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(f)). If Citibank PNC Bank 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 Committed Revolving Loans that are Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank the resigning L/C Issuer to effectively assume the obligations of Citibank such L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. (i) Notwithstanding anything to the contrary contained herein, if at any time Citibank a Lender acting as an L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) aboveSection 11.06(b), Citibank such Lender may, upon 30 days’ notice to the Borrower Company, the Administrative Agent and the Lenders, resign as an L/C Issuer and/or Swing Line LenderIssuer. In the event of any such resignation as an L/C Issuer or Swing Line LenderIssuer, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder hereunder; provided such Lender has consented to such appointment; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of Citibank such Lender as an L/C Issuer or Swing Line Lender, as the case may beIssuer. If Citibank such 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 such Lender 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)2.03). Upon the appointment of a successor L/C Issuer, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, 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 such Lender to effectively assume the obligations of such Lender with respect to such Letters of Credit. (ii) Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to Section 11.06(b), Bank of America may, upon 30 days’ notice to the Company, resign as the Swing Line Lender. In the event of any such resignation as the Swing Line Lender, the Company shall be entitled to appoint from among the Lenders a successor Swing Line Lender hereunder; provided that no failure by the Company to appoint any such successor shall affect the resignation of Bank of America as the Swing Line Lender. If Citibank Bank of America resigns as the Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank to effectively assume the obligations of Citibank 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 a Lender acting as an L/C Issuer or the Swing Line Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Citibank such Lender may, (i) upon 30 thirty days’ ' notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days' notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank such Lender as L/C Issuer or Swing Line Lender, as the case may be. If Citibank 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank the retiring L/C Issuer to effectively assume the obligations of Citibank 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 Citibank a Lender that is an L/C Issuer and/or a Swing Line Lender assigns all of its Commitment Commitments and Loans pursuant to subsection (b) above, Citibank such Lender may, (i) upon 30 thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrower, resign as a Swing Line Lender. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, the Borrower shall be entitled to appoint from among the Revolving Lenders (with the Administrative Agent’s consent and the applicable Revolving Lender’s consent) a successor L/C Issuer or and/or a successor Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank such Lender as an L/C Issuer or and/or a Swing Line Lender, as the case may be. If Citibank 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 Alternate Base Rate Committed Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(b)). If Citibank 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 2.05(c2.04(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 Citibank the resigning L/C Issuer to effectively assume the obligations of Citibank 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 W▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank W▇▇▇▇ Fargo may, (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 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank W▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank Wells 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 Lenders to make Alternate Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If Citibank W▇▇▇▇ 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 Lenders to make Base Rate Revolving Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(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 Citibank W▇▇▇▇ Fargo to effectively assume the obligations of Citibank W▇▇▇▇ 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 Citibank ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (i) upon 30 thirty (30) days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Lead Borrower, ▇▇▇▇▇ Fargo may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ ▇▇▇▇▇ 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(e)). If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank a Lender acting as a L/C Issuer or Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank such Lender may, (i) upon 30 thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank such Lender as L/C Issuer or Swing Line Lender, as the case may be. If Citibank 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 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank a ▇▇▇▇▇▇ 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank the applicable Lender to effectively assume the obligations of Citibank such Lender with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. (i) Notwithstanding anything to the contrary contained herein, if at any time Citibank ▇▇▇▇▇ Fargo or any other L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank then (i) ▇▇▇▇▇ Fargo or such other L/C Issuer may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) ▇▇▇▇▇ Fargo may, upon 30 days’ notice to the Borrower, resign as the Swing Line Lender. In the event of any such resignation as of an L/C Issuer or the Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer (which may be an existing L/C Issuer) or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo or the applicable L/C Issuer as an L/C Issuer or of ▇▇▇▇▇ Fargo as the Swing Line Lender, as the case may be. . (ii) If Citibank ▇▇▇▇▇ Fargo or any other 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 Revolving Credit Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). Upon the appointment of a successor L/C Issuer with respect to such resigning L/C Issuer (x) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and (y) such successor L/C Issuer (or another of the L/C Issuers, as may be arranged by the Borrower) 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 satisfactory to ▇▇▇▇▇ Fargo or such other resigning L/C Issuer to effectively assume the obligations of ▇▇▇▇▇ Fargo or such other resigning L/C Issuer with respect to such Letters of Credit. The provisions of subparts (g)(i) and (g)(ii) of this Section shall not limit the ability of the Borrower to appoint and remove L/C Issuers pursuant to Sections 2.03(l) and (m). (iii) If Citibank ▇▇▇▇▇ 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 Credit Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank to effectively assume the obligations of Citibank 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 ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (i) upon 30 thirty (30) days’ ' notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days' notice to the Lead Borrower, ▇▇▇▇▇ Fargo may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, howeverthat, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ 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 Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank any L/C Issuer assigns all of its Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), Citibank such L/C Issuer may, (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 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank as such L/C Issuer or Swing Line Lender, as the case may be. If Citibank 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 L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank 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 of such resignation, including the right to require the Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank such L/C Issuer to effectively assume the obligations of Citibank the applicable L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank any L/C Issuer or any Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank such L/C Issuer or such Swing Line Lender may, upon 30 days’ notice to the Borrower and the Lenders▇▇▇▇▇▇▇, resign as an L/C Issuer and/or or a Swing Line Lender, or both. 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 Lenders ▇▇▇▇▇▇▇ a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower ▇▇▇▇▇▇▇▇ to appoint any such successor shall affect the resignation of Citibank as such L/C Issuer or such Swing Line Lender, as the case may be. If Citibank resigns as an L/C IssuerIssuer resigns, it shall retain all the rights, powers, privileges privileges, and duties of the an L/C Issuer hereunder with respect to all Letters of Credit L/C outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations Exposure with respect thereto (including the right to require the Lenders to make Alternate Base Rate Loans, Daily SOFR Rate Loans or fund risk participations in Unreimbursed Amounts unreimbursed amounts pursuant to Section 2.04(c2.3(c)). If Citibank resigns as a Swing Line Lender▇▇▇▇▇▇ resigns, 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.4(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 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 CreditL/Cs, if any, outstanding at the time of such succession or make other arrangements satisfactory to Citibank the resigning L/C Issuer to effectively assume the obligations of Citibank such resigning L/C Issuer with respect to such Letters of CreditL/Cs.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank a Lender that is an L/C Issuer or the Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (bSection 11.06(b) above, Citibank such Lender may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as the Swing Line Lender. In the event of any such resignation as an L/C Issuer or as the Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank such Lender as an L/C Issuer or the Swing Line Lender, as the case may be. If Citibank 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 that are outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Alternate Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank 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 Lenders to make Base Rate Revolving Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 or the 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 CreditCredit issued by the resigning L/C Issuer, if any, outstanding at the time of such succession or make other arrangements satisfactory to Citibank the resigning L/C Issuer to 145 effectively assume the obligations of Citibank 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 or U.S. Bank assigns all of its Commitment and Loans pursuant to subsection (b) aboveSection 11.06(b), Citibank or U.S. Bank, as applicable, may, (i) upon 30 days’ notice to each Borrower and the Lenders, resign as an L/C Issuer and/or (ii) in the case of Citibank, upon 30 days’ notice to the Borrower and the Lenderseach Borrower, resign as L/C Issuer and/or Swing Line Lender. In the event of any such resignation as an 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 and/or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower Borrowers to appoint any such successor shall affect the resignation of Citibank or U.S. Bank, as applicable, as L/C Issuer or Swing Line Lender, as the case may be. If Citibank or U.S. Bank, 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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, issued by such retiring L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to Citibank such retiring L/C Issuer to effectively assume the obligations of Citibank 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 Citibank a Lender acting as an L/C Issuer or the Swing Line Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Citibank such Lender may, (i) upon 30 thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank such Lender as L/C Issuer or Swing Line Lender, as the case may be. If Citibank 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank the retiring L/C Issuer to effectively assume the obligations of Citibank 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 Citibank a Lender acting as a L/C Issuer or Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank such Lender may, (i) upon 30 thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank such Lender as L/C Issuer or Swing Line Lender, as the case may be. If Citibank a ▇▇▇▇▇▇ 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 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank a ▇▇▇▇▇▇ 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank the applicable Lender to effectively assume the obligations of Citibank 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 Citibank ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (i) upon 30 daysten (10) Business Days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon ten (10) Business Days’ notice to the Borrower, ▇▇▇▇▇ Fargo may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, howeverthat, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank Wells 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 Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)2.03(c). If Citibank Wells 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 Closing Date of such resignation, including the right to require the Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (i) upon 30 days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Lead ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Fargo may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank Wells 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 Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c))thereto. If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank any Lender acting as L/C Issuer and/or Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank may(i) such Lender shall, upon 30 days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer Issuer, if applicable, and/or (ii) such Lender shall, upon 30 days’ notice to the Lead Borrower, resign as Swing Line Lender, if applicable. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Citibank such Lender as L/C Issuer or and/or Swing Line Lender, as the case may be. If Citibank any 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(e)). If Citibank 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank the resigning L/C Issuer to effectively assume the obligations of Citibank 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 W▇▇▇▇ Fargo Retail Finance, LLC assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank may, (i) W▇▇▇▇ Fargo Bank may upon 30 thirty (30) days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) W▇▇▇▇ Fargo Retail Finance, LLC upon 30 days’ notice to the Lead Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Citibank W▇▇▇▇ Fargo Bank as L/C Issuer or W▇▇▇▇ Fargo Retail Finance, LLC as Swing Line Lender, as the case may be. If Citibank W▇▇▇▇ Fargo 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank W▇▇▇▇ Fargo Retail Finance, LLC 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank W▇▇▇▇ Fargo Bank to effectively assume the obligations of Citibank W▇▇▇▇ Fargo Bank with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank a Lender that is an L/C Issuer or the Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection Section 11.06(b), such L/C Issuer or the Swing Line Lender may (bi) above, Citibank may, 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 Parent Borrower, resign as the Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line Lender, the Parent Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Parent Borrower to appoint any such successor shall affect the resignation of Citibank such Lender as an L/C Issuer or the Swing Line Lender, as the case may be. If Citibank 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If Citibank 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(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 Citibank the retiring L/C Issuer to effectively assume the obligations of Citibank 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 Citibank ▇▇▇▇▇ Fargo assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), Citibank ▇▇▇▇▇ Fargo may, (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 Non-Cash Management Swing Line Lender. In the event of any such resignation as L/C Issuer or Non-Cash Management Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Non-Cash Management Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Non-Cash Management Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ 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/L/ C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank ▇▇▇▇▇ Fargo resigns as Non-Cash Management 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 Revolving Loans or fund risk participations in any such outstanding Swing Line Loans pursuant to Section 2.05(c2.04(c). Upon the appointment of a successor L/C Issuer and/or Non-Cash Management 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 Non-Cash Management 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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank (i) any L/C Issuer assigns all of its Commitment Revolving Loan Commitments and Revolving Loans pursuant to subsection (b) aboveSection 10.10(b), Citibank may, such L/C Issuer may upon 30 days’ notice to the Borrower and the other Lenders, resign as an L/C Issuer Issuer; and/or (ii) any Swing Line Lender assigns all of its Revolving Loan Commitments and Revolving Loans pursuant to Section 10.10(b), 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank as the applicable L/C Issuer or Swing Line Lender, as the case may be. If Citibank resigns as Upon the resignation of the applicable 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 an L/C Issuer and all L/C Obligations Letter of Credit Commitments with respect thereto (including the right to require the Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts any required reimbursement payments to such L/C Issuer pursuant to Section 2.04(c2.7.2(b)). If Citibank resigns as Upon the resignation of the applicable 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(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 Citibank the retiring L/C Issuer to effectively assume the obligations of Citibank the retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank a Lender acting as an L/C Issuer or the Swing Line Lender assigns all of its Revolving A Commitment and Revolving A Loans pursuant to subsection (b) above, Citibank such Lender may, (i) upon 30 thirty days’ notice to the Borrower Company and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty days’ notice to the Company, resign as the Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line Lender, the Borrower Company shall be entitled to appoint from among the Lenders (with such Lender’s consent) a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that (x) no failure by the Borrower Company to appoint any such successor shall affect the resignation of Citibank such Lender as an L/C Issuer or the Swing Line Lender, as the case may be, and (y) any successor L/C Issuer must be approved by the Administrative Agent (such approval to not be unreasonably withheld, conditioned or delayed). If Citibank 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank the resigning L/C Issuer to effectively assume the obligations of Citibank 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 ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (i) upon 30 thirty (30) days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Lead Borrower, ▇▇▇▇▇ Fargo may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank Wells 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 Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(e)). If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank L/C Issuer or the Swing Line Lender assigns all of its Revolving Commitment and Loans pursuant to subsection (b) above, Citibank maysuch L/C Issuer or the Swing Line Lender, as applicable, may (i) upon 30 thirty (30) calendar days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as an L/C Issuer Issuer, and/or (ii) upon thirty (30) calendar days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, howeverthat, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank as such L/C Issuer or the Swing Line Lender, as the case may be. If Citibank 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(f)). If Citibank Bank of America resigns as the Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank the resigning L/C Issuer to effectively assume the obligations of Citibank 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 Citibank any L/C Issuer assigns all of its Commitment and Revolving Loans pursuant to subsection (b) aboveSection 10.06(b), Citibank such L/C Issuer may, (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 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank as such L/C Issuer or Swing Line Lender, as the case may be. If Citibank 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 L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank 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 of such resignation, including the right to require the Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank such L/C Issuer to effectively assume the obligations of Citibank the applicable L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (i) upon 30 thirty (30) days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Lead Borrower, ▇▇▇▇▇ Fargo may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank ▇▇▇▇▇ 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 Lenders to make Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank ▇▇▇▇▇ Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Citibank ▇▇▇▇▇ Fargo may, (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 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 has consented to such appointmenthereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Citibank ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Citibank Wells 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 Lenders to make Alternate Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If Citibank ▇▇▇▇▇ 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 Lenders to make Base Rate Revolving Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(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 Citibank ▇▇▇▇▇ Fargo to effectively assume the obligations of Citibank ▇▇▇▇▇ 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 Citibank a Lender serving as L/C Issuer or Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, Citibank such Lender may, (i) upon 30 thirty (30) days’ notice to the Borrower Borrowers and the other Lenders, resign as the L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrowers, resign as the Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower Holdings shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower Holdings to appoint any such successor shall affect the resignation of Citibank the retiring entity as L/C Issuer or Swing Line Lender, as the case may be. If Citibank any entity serving as 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank the entity serving as 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line LenderLender and the acceptance of such appointment by such successor, (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, 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 Citibank the retiring L/C Issuer to effectively assume the obligations of Citibank such L/C Issuer with respect to such Letters of Credit.. US-DOCS\70212156.13

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank any Lender acting as an L/C Issuer or Swing Line Lender assigns all of its Revolving Commitment and Revolving Loans CHAR1\1847295v5 pursuant to subsection clause (b) above, Citibank such L/C Issuer or Swing Line Lender may, (i) upon 30 thirty (30) days’ prior written notice to the Borrower Company and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty (30) days’ prior written notice to the Company, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of Citibank such lender as L/C Issuer or Swing Line Lender, as the case may be. If Citibank 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(c)). If Citibank 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line LenderLender and the consent thereto by such successor, (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 Citibank such resigning L/C Issuer to effectively assume the obligations of Citibank 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 Citibank the L/C Issuer/Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection clause (b) above, Citibank such L/C Issuer/Swing Line Lender may, (i) upon 30 days’ notice to the Borrower Administrative Agent, the Company and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Company, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder provided such Lender has consented to such appointmenthereunder; provided, however, that no failure by the Borrower Company to appoint any such successor shall affect the resignation of Citibank the L/C Issuer/Swing Line Lender as L/C Issuer or Swing Line Lender, as the case may be. If Citibank the 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 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 Alternate Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c2.03(f)). If Citibank 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 Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested 118711003_9 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 Citibank the retiring L/C Issuer to effectively assume the obligations of Citibank the retiring L/C Issuer with respect to such Letters of Credit.