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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such L/C Issuer or such Swing Line Lender may, upon 30 days’ notice to Borrower and Lenders, resign as an L/C Issuer or a Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, Borrower shall be entitled to appoint from among Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower to appoint any such successor shall affect the resignation of such L/C Issuer or such Swing Line Lender. If an L/C Issuer resigns, it shall retain all the rights, powers, privileges, and duties of an L/C Issuer hereunder with respect to all L/C outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure with respect thereto (including the right to require Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts pursuant to Section 2.3(c)). If a Swing Line Lender resigns, it shall retain all the rights of a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/Cs, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of such resigning L/C Issuer with respect to such L/Cs.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender acting as an L/C Issuer or any the Swing Line Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such L/C Issuer or such Swing Line Lender may, as applicable, (i) upon 30 thirty days’ ' notice to the Borrower and the Lenders, resign as an L/C Issuer or a and/or (ii) upon thirty days' notice to the Borrower, resign as 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, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as an L/C Issuer or such Swing Line Lender, as the case may be. If a Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a Bank of America resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of such the resigning L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer or any and/or the Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (bSection 11.06(b) above, such L/C Issuer or such Swing Line Lender may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or a and/or (ii) upon 30 days’ notice to the Borrower, resign as the Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a 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, as the case may be; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as an L/C Issuer or such the Swing Line Lender, as the case may be. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C 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 Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a any Lender resigns as the Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 issued by the resigning L/CsC Issuer, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of such the resigning L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any Swing Line Lender JPMC assigns all of its Commitment and Loans pursuant to subsection (b) above, such JPMC may, (i) upon thirty (30) calendar days’ notice to the Borrower and the Lenders, resign as L/C Issuer or such Swing Line Lender may, and/or (ii) upon 30 thirty (30) calendar days’ notice to Borrower and Lendersthe Borrower, resign as an L/C Issuer 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 hereunderhereunder with the consent of such successor L/C Issuer or Swing Line Lender; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such JPMC as L/C Issuer or such Swing Line Lender, as the case may be. If an JPMC resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an the L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a JPMC resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the resigning L/C Issuer JPMC to effectively assume the obligations of such resigning L/C Issuer JPMC with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender acting as an L/C Issuer or any the Swing Line Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such L/C Issuer or such Swing Line Lender may, as applicable, (i) upon 30 thirty days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or a and/or (ii) upon thirty days’ notice to the Borrower, resign as 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, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as an L/C Issuer or such Swing Line Lender, as the case may be. If a Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a Bank of America resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of such resigning L/C Issuer Bank of America with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender acting as an L/C Issuer or any the Swing Line Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such L/C Issuer or such Swing Line Lender may, as applicable, (i) upon 30 thirty days’ ' notice to the Borrower and the Lenders, resign as an L/C Issuer or a and/or (ii) upon thirty days' notice to the Borrower, resign as 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, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as an L/C Issuer or such Swing Line Lender, as the case may be. If a Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a ▇▇▇▇▇ Fargo resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of such the resigning L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any the Swing Line Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection clause (b) above, such L/C Issuer or such Swing Line Lender may, (i) upon 30 days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as an L/C Issuer or a and/or (ii) upon 30 days’ notice to the Borrower, resign as 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, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as L/C Issuer or such Swing Line Lender, as the case may be. If an the L/C Issuer resignsresigns as L/C Issuer, it shall retain all the rights, powers, privileges, privileges and duties of an the L/C Issuer hereunder with respect to all L/C 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 Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Revolving Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a the Swing Line Lender resignsresigns as Swing Line Lender, it shall retain all the rights of a 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 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning applicable retiring L/C Issuer to effectively assume the obligations of such resigning the applicable retiring L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America or any other Lender which is at the time an L/C Issuer or any Swing Line Lender assigns all of its Commitment and Revolving Loans pursuant to subsection (b) above, such it may, (i) upon 30 days’ notice to the Company and the Lenders, resign as L/C Issuer or such Swing Line Lender mayand/or (ii) in the case of Bank of America, upon 30 days’ notice to Borrower and Lendersthe Company, resign as an L/C Issuer or a Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a of the Swing Line Lender, Borrower the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower the Company to appoint any such successor shall affect the resignation of such L/C Issuer or such Bank of America as Swing Line Lender. If an any Lender resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an the L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts pursuant to Section 2.3(c)Unreimbursed Amounts). If a Bank of America resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(c2.11(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 L/Cs, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of such resigning L/C Issuer with respect to such L/Cs.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender serving as L/C Issuer or any Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, such Lender may, (i) upon thirty (30) days’ notice to the Borrowers and the other Lenders, resign as the L/C Issuer or such Swing Line Lender may, and/or (ii) upon 30 thirty (30) days’ notice to Borrower and Lendersthe Borrowers, resign as an L/C Issuer or a the Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, Borrower Holdings shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower Holdings to appoint any such successor shall affect the resignation of such the retiring entity as L/C Issuer or such Swing Line Lender, as the case may be. If an any entity serving as L/C Issuer resignsresigns as L/C Issuer, it shall retain all the rights, powers, privileges, privileges and duties of an the L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a the entity serving as Swing Line Lender resigns▇▇▇▇▇▇ resigns as Swing Line Lender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning retiring L/C Issuer to effectively assume the obligations of such resigning L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, (i) if at any time Bank of America assigns all of its USD Commitment and Loans under the Committed (USD) Facility pursuant to subsection (b) above, Bank of America may, (A) upon 30 days’ notice to the Company and the Committed (USD) ▇▇▇▇▇▇▇, resign as L/C Issuer and/or (B) upon 30 days’ notice to the Company, resign as Swing Line Lender, and (ii) if at any time any other Lender acting as an L/C Issuer or any Swing Line Lender assigns all of its USD Commitment and Loans under the Committed (USD) Facility pursuant to subsection (b) above, such L/C Issuer or such Swing Line Lender may, upon 30 days’ notice to Borrower the Company and Lendersthe Committed (USD) ▇▇▇▇▇▇▇, resign as an L/C Issuer or a Swing Line Lender, or bothIssuer. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, Borrower the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower the Company to appoint any such successor shall affect the resignation of such Bank of America as L/C Issuer or such Swing Line Lender. If , as the case may be, or any other Lender as an L/C Issuer resignsIssuer. If Bank of America or any other Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C Letters of Credit and Bankers’ Acceptances outstanding and issued by it as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed (USD) Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(d)). If a Bank of America resigns as Swing Line Lender resignsLender, it shall retain all the rights of a 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 (USD) Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 and bankers’ acceptances in substitution for the L/CsLetters of Credit and Bankers’ Acceptances, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Bank of America or such other retiring L/C Issuer Issuer, as the case may be, to effectively assume the obligations of Bank of America or such resigning other retiring L/C Issuer Issuer, as the case may be, with respect to such L/CsLetters of Credit or Bankers’ Acceptances issued by it.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Bank of America or another L/C Issuer or any Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, (i) such L/C Issuer or such Swing Line Lender may, upon 30 days’ notice to Borrower the Company and the Lenders, resign as an L/C Issuer or a and/or (ii) if Bank of America is the assignor, Bank of America may, upon 30 days’ notice to the Company, resign as the Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a the Swing Line Lender, Borrower the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower the Company to appoint any such successor shall affect the resignation of such L/C Issuer as an L/C Issuer or such Bank of America as the Swing Line Lender, as the case may be. If an L/C Issuer resigns, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C Letters of Credit and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a Bank of America resigns as the Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, privileges and duties of the such 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the resigning L/C Issuer to effectively assume the obligations of such resigning the L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer or any Issuer, and/or the Swing Line Lender Lender, assigns all of its Commitment and Loans pursuant to subsection (b) above, such L/C Issuer or such Swing Line assigning Lender may, (i) upon 30 days’ notice to the Parent Borrower and the Lenders, resign as an L/C Issuer or a and/or (ii) upon 30 days’ notice to the Parent Borrower, resign as Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, the Parent Borrower shall be entitled to appoint from among the Lenders a one or more successor L/C Issuer Issuers or Swing Line Lender hereunder; provided, however, that no failure by any Borrower to appoint any such successor shall affect the resignation of such the resigning L/C Issuer or such Swing Line Lender. If a Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an the L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a Lender resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(c2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, and acceptance by such successor of such appointment, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of such the resigning L/C Issuer Issuer, with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time JPMorgan or any other L/C Issuer or any Swing Line Lender assigns all of its Commitment Revolving Credit Commitments and Revolving Credit Loans pursuant to subsection Section 10.06(b), (bi) above, such L/C Issuer or such Swing Line Lender may, may upon 30 days’ notice to Borrower the Company and the Lenders, resign as an L/C Issuer or a and/or (ii) JPMorgan may upon 30 days’ notice to the Company resign as Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, Borrower the 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, however, that no failure by Borrower the Company to appoint any such successor shall affect the 147 MSGN – A&R Credit Agreement (2019) resignation of such JPMorgan or any other L/C Issuer as an L/C Issuer or such Swing Line Lender, as the case may be. If an any L/C Issuer resignsresigns as L/C Issuer, it shall retain all the rights, powers, privileges, privileges and duties of an the L/C Issuer Issuers hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a JPMorgan resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning retiring L/C Issuer to effectively assume the obligations of such resigning retiring L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, such L/C Issuer or such Swing Line Lender may, (i) upon 30 days’ notice to the Company and the Lenders, resign as L/C Issuer and/or (ii) in the case of Bank of America, upon 30 days’ notice to Borrower and Lendersthe Company, resign as an L/C Issuer or a Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, Borrower the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower the Company to appoint any such successor shall affect the resignation of such the L/C Issuer as L/C Issuer or such Bank of America as Swing Line Lender, as the case may be. If an any L/C Issuer resignsresigns as L/C Issuer, it shall retain all the rights, powers, privileges, privileges and duties of an the L/C Issuer hereunder with respect to all L/C 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 Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a Bank of America resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(c2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line LenderLender (and their acceptance of such appointment), (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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of such the resigning L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any Issuer/the Swing Line Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection clause (b) above, such L/C Issuer or such Issuer/the Swing Line Lender may, (i) upon 30 days’ notice to Borrower the Administrative Agent, the Borrowers and the Lenders, resign as an L/C Issuer or a and/or (ii) upon 30 days’ notice to the Borrowers, resign as Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, Borrower the Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower the Borrowers to appoint any such successor shall affect the resignation of such the applicable L/C Issuer/the Swing Line Lender as an L/C Issuer or such Swing Line Lender, as the case may be. If the applicable L/C Issuer resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C 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 Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or Canadian Prime Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.16(c)). If a Bank of America resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or Canadian Prime Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(c2.17(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning applicable retiring L/C Issuer to effectively assume the obligations of such resigning the applicable retiring L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Revolving Credit Lender acting as Swing Line Lender or L/C Issuer or any Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, such L/C Issuer or such Swing Line Revolving Credit Lender may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or a and/or (ii) upon 30 days’ notice to the Borrower, resign as 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 Revolving Credit Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such the resigning Revolving Credit Lender as L/C Issuer or such Swing Line Lender, as the case may be. If an a Revolving Credit Lender resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Revolving Credit Lenders to make Base Rate Revolving Credit Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a Revolving Credit Lender resigns as Swing Line Lender resignsLender, it shall retain all the rights of a 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 Credit Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(c2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall shall, subject to the foregoing two sentences, succeed to and become vested with all of the rights, powers, privileges, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer Revolving Credit Lender to effectively assume the obligations of such the resigning L/C Issuer Revolving Credit Lender with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender that is an L/C Issuer or any the Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (bSection 11.06(b) above, such L/C Issuer or such Swing Line Lender may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or a and/or (ii) upon 30 days’ notice to the Borrower, resign as the Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a 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, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as an L/C Issuer or such the Swing Line Lender, as the case may be. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C 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 Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a any Lender resigns as the Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 Credit issued by the resigning L/CsC Issuer, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of such the resigning L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any Swing Line Lender PNC Bank assigns all of its Commitment and Loans pursuant to subsection clause (ba) above, such L/C Issuer or such Swing Line Lender PNC Bank may, (i) upon 30 days’ notice to Borrower and the Lenders, resign as an L/C Issuer or a and/or (ii) upon 30 days’ notice to Borrower, resign as Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder and, if such designated appointee agrees to act as successor L/C Issuer or Swing Line Lender hereunder, Lenders hereby agree to accept such appointment; provided, however, that no failure by Borrower to appoint any such successor shall affect the resignation of such PNC Bank as L/C Issuer or such Swing Line Lender, as the case may be. If an In addition, if PNC Bank fails to issue a Letter of Credit under Section 2.1.2(b) hereof because the issuance of such Letter of Credit would violate any of its policies. PNC Bank will, upon the request of Borrower, resign as L/C Issuer resignshereunder and Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder and, if such designated appointee agrees to act as successor L/C Issuer hereunder, Lenders hereby agree to accept such appointment; provided, however, that no failure by Borrower to appoint any such successor shall affect the resignation of PNC Bank as L/C Issuer. If PNC Bank resigns as L/C Issuer, it shall retain all the rights, powers, privileges, rights and duties obligations of an the L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Reference Rate Committed Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c)2.5.1). If a PNC Bank resigns as Swing Line Lender resignsLender, it shall retain all the rights of a 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 Reference Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(c)2.2.5. 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer PNC Bank to effectively assume the obligations of such resigning L/C Issuer PNC Bank with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, (i) if at any time Bank of America assigns all of its Revolving Credit Commitment and Loans under the Revolving Credit Facility pursuant to subsection (b) above, Bank of America may, (A) upon 30 days’ notice to the Company and the Revolving Credit Lenders, resign as an L/C Issuer and/or (B) upon 30 days’ notice to the Company, resign as Swing Line Lender, and (ii) if at any time any other Lender acting as an L/C Issuer or any Swing Line Lender assigns all of its Revolving Credit Commitment and Loans under the Revolving Credit Facility pursuant to subsection (b) above, such L/C Issuer or such Swing Line Lender may, upon 30 days’ notice to Borrower the Company and the Revolving Credit Lenders, resign as an L/C Issuer or a Swing Line Lender, or bothIssuer. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, Borrower the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower the Company to appoint any such successor shall affect the resignation of such Bank of America as an L/C Issuer or such Swing Line Lender. If , as the case may be, or any other Lender as an L/C Issuer resignsIssuer. If Bank of America or any other Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding and issued by it as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Revolving Credit Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a Bank of America resigns as Swing Line Lender resignsLender, it shall retain all the rights of a 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 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Bank of America or such other retiring L/C Issuer Issuer, as the case may be, to effectively assume the obligations of Bank of America or such resigning other retiring L/C Issuer Issuer, as the case may be, with respect to such L/CsLetters of Credit issued by it.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection clause (b) above, such L/C Issuer or such Swing Line Lender may, (i) upon 30 days’ notice to Borrower the Administrative Agent, the Company and the Lenders, resign as an L/C Issuer or a and/or (ii) upon 30 days’ notice to the Company, resign as Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, Borrower the Company shall be entitled to appoint from among the Lenders (with the consent of such Lender) a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower the Company to appoint any such successor shall affect the resignation of such the L/C Issuer or such Swing Line Lender. If an Lender as L/C Issuer resignsor Swing Line Lender, as the case may be. If any L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers, privileges, privileges and duties of an the L/C Issuer hereunder with respect to all L/C 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 Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(f)). If a the Swing Line Lender resignsresigns as Swing Line Lender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning retiring L/C Issuer to effectively assume the obligations of such resigning the retiring L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America or any L/C Issuer or any Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection clause (b) above, Bank of America or such L/C Issuer or such Swing Line Lender may, upon 30 days’ notice to Borrower the Administrative Agent, the Company and the Lenders, resign as an L/C Issuer or a Issuer-and/or (ii) upon 30 days’ notice to the Company, resign as Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, Borrower the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower the Company to appoint any such successor shall affect the resignation of such Bank of America or the applicable L/C Issuer as an L/C Issuer or such Swing Line Lender, as the case may be. If the applicable L/C Issuer resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an the L/C Issuer hereunder with respect to all L/C 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 Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a Bank of America resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning applicable retiring L/C Issuer to effectively assume the obligations of such resigning the applicable retiring L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any Swing Line Lender W▇▇▇▇ Fargo assigns all of its Revolving Commitment and Committed Revolving Loans pursuant to subsection (bb)(b) above, such W▇▇▇▇ Fargo may, (i) upon thirty (30) days’ notice to the Lead Borrower and the Revolving Lenders, resign as L/C Issuer or such Swing Line Lender may, and/or (ii) upon 30 thirty (30) days’ notice to Borrower and Lendersthe Lead Borrower, W▇▇▇▇ Fargo may resign as an L/C Issuer 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 Lead Borrower shall be entitled to appoint from among the Revolving Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of such L/C Issuer or such Swing Line Lender. If an L/C Issuer resigns, it shall retain all the rights, powers, privileges, and duties of an L/C Issuer hereunder with respect to all L/C outstanding W▇▇▇▇ Fargo as of the effective date of its resignation as an L/C Issuer and all L/C Exposure with respect thereto (including the right to require Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts pursuant to Section 2.3(c)). If a Swing Line Lender resigns, it shall retain all the rights of a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be. If W▇▇▇▇ Fargo resigns as L/C Issuer, it shall retain all the rights, powers, privileges and (b) duties of the successor L/C Issuer shall issue letters hereunder with respect to all Letters of credit in substitution for Credit outstanding as of the L/Cs, if any, outstanding at the time effective date of such succession or make other arrangements satisfactory to the resigning its resignation as L/C Issuer to effectively assume the obligations of such resigning and all L/C Issuer Obligations with respect thereto (including the right to such L/Cs.require the Revolving Lenders to make Base Rate Loans pursuant to Section 2.03(e)).2.03

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any Swing Line Lender Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, such Bank of America may, (i) upon ten days’ notice to the Borrower and the Lenders, resign as L/C Issuer or such Swing Line Lender may, and/or (ii) upon 30 ten days’ notice to Borrower and Lendersthe Borrower, resign as an L/C Issuer 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, subject to such successor L/C Issuer’s or Swing Line Lender’s acceptance of such appointment in its sole discretion; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Bank of America as L/C Issuer or such Swing Line Lender, as the case may be. If an Bank of America resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an the L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a Bank of America resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer Bank of America to effectively assume the obligations of such resigning L/C Issuer Bank of America with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to ‎Section 11.06(b), Bank of America may, (i) upon 30 days' notice to the Borrower and the Lenders, resign as L/C Issuer or any Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection and/or (bii) above, such L/C Issuer or such Swing Line Lender may, upon 30 days’ ' notice to Borrower and Lendersthe Borrower, resign as an L/C Issuer 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 hereunderhereunder that agrees in its sole discretion to serve as L/C Issuer or Swing Line Lender, as applicable; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Bank of America as L/C Issuer or such Swing Line Lender, as the case may be. If an Bank of America resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an the L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c‎Section 2.03(c)). If a Bank of America resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(c‎Section 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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer Bank of America to effectively assume the obligations of such resigning L/C Issuer Bank of America with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 10.06(b), Bank of America may, (i)(i) upon 30 days’’ notice to the Company and the Lenders, resign as L/C Issuer or any Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection and/or (bii)(ii) above, such L/C Issuer or such Swing Line Lender may, upon 30 days’ ’’ notice to Borrower and Lendersthe Company, resign as an L/C Issuer or a Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, Borrower the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing ▇▇▇▇ ▇▇▇▇▇▇ hereunder that agrees in its sole discretion to serve as L/C Issuer or Swing Line Lender hereunderLender, as applicable; provided, however, that no failure by Borrower the Company to appoint any such successor shall affect the resignation of such Bank of America as L/C Issuer or such Swing Line Lender, as the case may be. If an Bank of America resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an the L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a Bank of America resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(c2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, and the acceptance by such successor of such appointment, (aA)(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 (bB)(B) the successor L/C Issuer shall issue letters of credit in substitution for the L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer Bank of America to effectively assume the obligations of such resigning L/C Issuer Bank of America with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Citibank, N.A. or any other L/C Issuer or any Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such Citibank, N.A. or any other L/C Issuer or such Swing Line Lender may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or a and/or (ii) upon 30 days’ notice to the Borrower, resign as 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, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such L/C Issuer or such Swing Line Lender, as the case may be. If an Citibank, N.A. resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an the L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date time of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a Citibank, N.A. resigns as Swing Line Lender resignsLender, it shall retain all the rights of a 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 Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning such L/C Issuer to effectively assume the obligations of such resigning L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any Swing Line Lender ▇▇▇▇▇ Fargo assigns all of its Commitment Commitments and Loans pursuant to subsection (b) above, such L/C Issuer or such Swing Line Lender ▇▇▇▇▇ Fargo may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or a and/or upon notice to the Borrower terminate the Swing Line Lender, or bothLine. In the event of any such resignation as an L/C Issuer or a the termination of the Swing Line LenderLine, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such ▇▇▇▇▇ Fargo as L/C Issuer or such the termination of the Swing Line Lenderas the case may be. If an L/C Issuer resigns, it ▇▇▇▇▇ Fargo shall retain all the rights, powers, privileges, rights and duties obligations of an the L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a ▇▇▇▇▇ Fargo terminates the Swing Line Lender resignsLine, it shall retain all the rights of a 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 resignationtermination, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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 L/Cs, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of such resigning L/C Issuer with respect to such L/Cs.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any Issuer/Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection clause (b) above, such L/C Issuer or such Issuer/Swing Line Lender may, (i) upon 30 days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as an L/C Issuer or a and/or (ii) upon 30 days’ notice to the Borrower, resign as 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, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such the applicable L/C Issuer/Swing Line Lender as an L/C Issuer or such Swing Line Lender, as the case may be. If the applicable L/C Issuer resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C 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 Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a Bank of America resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning applicable retiring L/C Issuer to effectively assume the obligations of such resigning the applicable retiring L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any Swing Line Lender Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 11.06(b), such L/C Issuer or such Swing Line Lender Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or a and/or (ii) upon 30 days’ notice to the Borrower, resign as 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 hereunderhereunder that agrees in its sole discretion to serve as L/C Issuer or Swing Line Lender, as applicable; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Bank of America as L/C Issuer or such Swing Line Lender, as the case may be. If an Bank of America resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an the L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a Bank of America resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer Bank of America to effectively assume the obligations of such resigning L/C Issuer Bank of America with respect to such L/CsLetters 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 any other Lender which is at the time an L/C Issuer or any and/or a Swing Line Lender assigns all of its Commitment and Revolving Loans pursuant to subsection (b) above, such L/C Issuer or such Swing Line Lender it may, (i) upon 30 days’ notice to Borrower the Company and the Lenders, resign as an L/C Issuer or a and/or (ii) upon 30 days’ notice to the Company, resign as Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or of a Swing Line Lender, Borrower the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower the Company to appoint any such successor shall affect the resignation of such any Lender as Swing Line Lender in the circumstances described above. If any ▇▇▇▇▇▇ resigns as L/C Issuer or such Swing Line Lender. If an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an the L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts pursuant to Section 2.3(c)Unreimbursed Amounts). If a any ▇▇▇▇▇▇ resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(c2.11(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 L/Cs, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of such resigning L/C Issuer with respect to such L/Cs.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any Swing Line Lender Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, such Bank of America shall upon request of the Required Lenders resign as Swing Line Lender and/or L/C Issuer or such Swing Line Lender and may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or a and/or (ii) 30 days’ notice to the Borrower and the Lenders, resign as 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, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Bank of America as L/C Issuer or such Swing Line Lender. If an Bank of America resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, rights and duties obligations of an the L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a Bank of America resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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 L/Cs, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of such resigning L/C Issuer with respect to such L/Cs).

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any Swing Line Lender ▇▇▇▇▇ Fargo assigns all of its Revolving Commitment and Committed Revolving Loans pursuant to subsection (b) above, such ▇▇▇▇▇ Fargo may, (i) upon thirty (30) days’ notice to the Lead Borrower and the Revolving Lenders, resign as L/C Issuer or such Swing Line Lender may, and/or (ii) upon 30 thirty (30) days’ notice to Borrower and Lendersthe Lead Borrower, ▇▇▇▇▇ Fargo may resign as an L/C Issuer 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 Lead Borrower shall be entitled to appoint from among the Revolving Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of such ▇▇▇▇▇ Fargo as L/C Issuer or such Swing Line Lender, as the case may be. If an ▇▇▇▇▇ Fargo resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an the L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts pursuant to Section 2.3(c2.03(e)). If a ▇▇▇▇▇ Fargo resigns as Swing Line Lender resignsLender, it shall retain all the rights of a 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 Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer ▇▇▇▇▇ Fargo to effectively assume the obligations of such resigning L/C Issuer ▇▇▇▇▇ Fargo with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b), Bank of America may, (i) upon 30 days' notice to the Borrower and the Lenders, resign as L/C Issuer or any Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection and/or (bii) above, such L/C Issuer or such Swing Line Lender may, upon 30 days’ ' notice to Borrower and Lendersthe Borrower, resign as an L/C Issuer 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 hereunderhereunder that agrees in its sole discretion to serve as L/C Issuer or Swing Line Lender, as applicable; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Bank of America as L/C Issuer or such Swing Line Lender, as the case may be. If an Bank of America resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an the L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a Bank of America resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer Bank of America to effectively assume the obligations of such resigning L/C Issuer Bank of America with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection clause (b) above, above such L/C Issuer or such Swing Line Lender may, (i) upon 30 days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as an L/C Issuer or a and/or (ii) upon 30 days’ notice to the Borrower, resign as 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, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such the applicable L/C Issuer or such the Swing Line Lender. If Lender as an L/C Issuer resignsor Swing Line Lender, as the case may be. If the applicable L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C 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 Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(e)). If a the Swing Line Lender resigns▇▇▇▇▇▇ resigns as Swing Line Lender, it shall retain all the rights of a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning applicable retiring L/C Issuer to effectively assume the obligations of such resigning the applicable retiring L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any Swing Line Lender WFF assigns all of its Commitment and Loans pursuant to subsection (b) above, such L/C Issuer or such Swing Line Lender WFF may, (i) upon 30 thirty days’ notice to Borrower Representative and the Lenders, resign as an L/C Issuer or a and/or (ii) upon thirty days’ notice to Borrower Representative, resign as Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, Borrower the Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower the Borrowers to appoint any such successor shall affect the resignation of such WFF as L/C Issuer or such Swing Line Lender, as the case may be. If an WFF resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, rights and duties obligations of an the L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts pursuant to Section 2.3(c))thereto. If a WFF resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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 L/Cs, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of such resigning L/C Issuer with respect to such L/Cs.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Lender acting as an L/C Issuer or any Swing Line Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection clause (b) above, such L/C Issuer or such Swing Line Lender may, (i) upon 30 thirty (30) days’ prior written notice to Borrower the Company and the Lenders, resign as an L/C Issuer or a and/or (ii) upon thirty (30) days’ prior written notice to the Company, resign as Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, Borrower the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower the Company to appoint any such successor shall affect the resignation of such lender as L/C Issuer or such Swing Line Lender, as the case may be. If an any Lender resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a any ▇▇▇▇▇▇ resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(c2.05(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, 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 L/Csapplicable Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the such resigning L/C Issuer to effectively assume the obligations of such resigning L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, (i) if at any time Bank of America assigns all of its USD Commitment and Loans under the Committed (USD) Facility pursuant to subsection (b) above, Bank of America may, (A) upon 30 days’ notice to the Company and the Committed (USD) ▇▇▇▇▇▇▇, resign as L/C Issuer and/or (B) upon 30 days’ notice to the Company, resign as Swing Line Lender, and (ii) if at any time any other Lender acting as an L/C Issuer or any Swing Line Lender assigns all of its USD Commitment and Loans under the Committed (USD) Facility pursuant to subsection (b) above, such L/C Issuer or such Swing Line Lender may, upon 30 days’ notice to Borrower the Company and Lendersthe Committed (USD) ▇▇▇▇▇▇▇, resign as an L/C Issuer or a Swing Line Lender, or bothIssuer. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, Borrower the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower the Company to appoint any such successor shall affect the resignation of such Bank of America as L/C Issuer or such Swing Line Lender. If , as the case may be, or any other Lender as an L/C Issuer resignsIssuer. If Bank of America or any other Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C Letters of Credit and Bankers’ Acceptances outstanding and issued by it as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed (USD) Loans or fund risk participations in unreimbursed amounts 150575819 Unreimbursed Amounts pursuant to Section 2.3(c2.03(d)). If a Bank of America resigns as Swing Line Lender resignsLender, it shall retain all the rights of a 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 (USD) Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 and bankers’ acceptances in substitution for the L/CsLetters of Credit and Bankers’ Acceptances, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Bank of America or such other retiring L/C Issuer Issuer, as the case may be, to effectively assume the obligations of Bank of America or such resigning other retiring L/C Issuer Issuer, as the case may be, with respect to such L/CsLetters of Credit or Bankers’ Acceptances issued by it.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Lender acting as an L/C Issuer or any Swing Line Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection clause (b) above, such L/C Issuer or such Swing Line Lender may, (i) upon 30 thirty (30) days’ prior written notice to Borrower the Company and the Lenders, resign as an L/C Issuer or a and/or (ii) upon thirty (30) days’ prior written notice to the Company, resign as Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, Borrower the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower the Company to appoint any such successor shall affect the resignation of such lender as L/C Issuer or such Swing Line Lender, as the case may be. If an any Lender resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a any Lender resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(c2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a1) such successor shall succeed to and become vested with all of the rights, powers, privileges, 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 L/Csapplicable Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the such resigning L/C Issuer to effectively assume the obligations of such resigning L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender acting as an L/C Issuer or any the Swing Line Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such L/C Issuer or such Swing Line Lender may, as applicable, (i) upon 30 thirty days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or a and/or (ii) upon thirty days’ notice to the Borrower, resign as 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, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as an L/C Issuer or such Swing Line Lender, as the case may be. If a Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.19(c)). If a ▇▇▇▇▇ Fargo Bank resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(c2.20(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, 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 issued by the resigning L/CsC Issuer, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of such resigning L/C Issuer issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any Swing Line Lender ▇▇▇▇▇ Fargo assigns all of its Revolving Commitment and Committed Revolving Loans pursuant to subsection (b) above, such ▇▇▇▇▇ Fargo may, (i) upon thirty (30) days’ notice to the Lead Borrower and the Revolving Lenders, resign as L/C Issuer or such Swing Line Lender may, and/or (ii) upon 30 thirty (30) days’ notice to Borrower and Lendersthe Lead Borrower, ▇▇▇▇▇ Fargo may resign as an L/C Issuer 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 Lead Borrower shall be entitled to appoint from among the Revolving Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of such ▇▇▇▇▇ Fargo as L/C Issuer or such Swing Line Lender, as the case may be. If an ▇▇▇▇▇ Fargo resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an the L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts pursuant to Section 2.3(c2.03(c)). If a ▇▇▇▇▇ Fargo resigns as Swing Line Lender resignsLender, it shall retain all the rights of a 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 Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer ▇▇▇▇▇ Fargo to effectively assume the obligations of such resigning L/C Issuer ▇▇▇▇▇ Fargo with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any an L/C Issuer or any Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection clause (b) above, such L/C Issuer or such Swing Line Lender may, upon 30 days’ notice to Borrower the BorrowerBorrowers and the Lenders, resign as (i) an L/C Issuer or and/or (ii) as a Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, Borrower the BorrowerOperating Partnership shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder, subject to such Lender’s consent, in its sole and absolute discretion; provided, however, that no failure by the Borrower toOperating Partnership to appoint any such successor shall affect the resignation of such an L/C Issuer or such Swing Line Lender, as the case may be. If an L/C Issuer resigns, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed RC Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.04(c)). If a Swing Line Lender resigns, it shall retain all the rights of a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed RC Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(c2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of such the resigning L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Lender acting as an L/C Issuer or any Swing Line Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection clause (b) above, such L/C Issuer or such Swing Line Lender may, (i) upon 30 thirty (30) days’ prior written notice to Borrower the Company and the Lenders, resign as an L/C Issuer or a and/or (ii) upon thirty (30) days’ prior written notice to the Company, resign as Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, Borrower the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower the Company to appoint any such successor shall affect the resignation of such lender as L/C Issuer or such Swing Line Lender, as the case may be. If an any Lender resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a any L▇▇▇▇▇ resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(c2.05(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, 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 L/Csapplicable Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the such resigning L/C Issuer to effectively assume the obligations of such resigning L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any Swing Line Lender assigns all of its Commitment Revolving Credit Commitments and Revolving Credit Loans pursuant to subsection (b) above, such L/C Issuer or such Swing Line Lender may, (i) upon 30 days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as an L/C Issuer or a and/or (ii) upon 30 days’ notice to the Borrower, resign as 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, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such the applicable L/C Issuer or such Swing Line Lender as L/C Issuer or Swing Line Lender, as the case may be. If the applicable L/C Issuer resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C 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 Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(f)). If a Bank of America resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning applicable retiring L/C Issuer to effectively assume the obligations of such resigning the applicable retiring L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Lender acting as L/C Issuer or any and/or Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, (i) such L/C Issuer or such Swing Line Lender may, upon 30 days’ notice to the Lead Borrower and the Lenders, resign as an L/C Issuer or a Issuer, if applicable, and/or (ii) such Lender may, upon 30 days’ notice to the Lead Borrower, resign as Swing Line Lender, or bothif applicable. In the event of any such resignation as an L/C Issuer or a 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, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of such Lender as L/C Issuer or such and/or Swing Line Lender, as the case may be. If an any Lender resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an the L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a any Lender resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of such the resigning L/C Issuer with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any Swing Line Lender Citizens assigns all of its Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), such L/C Issuer or such Swing Line Lender Citizens may, (i) upon 30 days’ notice to Borrower the Partnership and the Lenders, resign as an L/C Issuer or a and/or (ii) upon 30 days’ notice to the Partnership, resign as Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, Borrower the Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower the Borrowers to appoint any such successor and no failure by any Lender to accept such appointment shall affect the resignation of such Citizens as L/C Issuer or such Swing Line Lender, as the case may be. If Citizens resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an a L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a Citizens resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(c2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender and the acceptance by such successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer Citizens to effectively assume the obligations of such resigning L/C Issuer Citizens with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any a Lender acting as an L/C Issuer or any the Swing Line Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such L/C Issuer or such Swing Line Lender may, as applicable, (i) upon 30 thirty days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or a and/or (ii) upon thirty days’ notice to the Borrower, resign as 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, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as an L/C Issuer or such Swing Line Lender, as the case may be. If a Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.19(c)). If a Bank of America resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(c2.20(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of such resigning L/C Issuer Bank of America with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any the Swing Line Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such L/C Issuer or such the Swing Line Lender may, (i) upon 30 days’ notice to Borrower the Borrowing Agent and the Lenders, resign as an L/C Issuer or a Issuer, and/or (ii) upon 30 days’ notice to the Borrowing Agent, resign as Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, Borrower the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower the Company to appoint any such successor shall affect the resignation of such the applicable Lender as an L/C Issuer or such the Swing Line Lender, as the case may be. If any Lender resigns as an L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(f)). If a Bank of America resigns as Swing Line Lender resignsLender, it shall retain all the rights of a the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning applicable retiring L/C Issuer Issuer, as the case may be, to effectively assume the obligations of such resigning the retiring L/C Issuer Issuer, as the case may be, with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or any Swing Line Lender Credit Suisse assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), such L/C Issuer or such Swing Line Lender Credit Suisse may, (i) upon 30 days’ notice to Borrower the Borrowers and the Lenders, resign as an U.S. L/C Issuer or a and Canadian L/C Issuer and/or (ii) upon 30 days’ notice to the Borrowers, resign as U.S. Swing Line Lender and Canadian Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, the Borrower Agent shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower Agent to appoint any such successor shall affect the resignation of such Credit Suisse as L/C Issuer or such Swing Line Lender, as the case may be. If an Credit Suisse resigns as L/C Issuer resignsIssuer, it shall retain all the rights, powers, privileges, privileges and duties of an L/C Issuer hereunder with respect to all L/C Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate Loans, as applicable, or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If a Credit Suisse resigns as Swing Line Lender resignsLender, it shall retain all the rights of a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate Loans, as applicable, or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(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, 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 L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer Credit Suisse to effectively assume the obligations of such resigning L/C Issuer Credit Suisse with respect to such L/CsLetters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or and/or any Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection clause (b) above, such L/C Issuer or and/or such Swing Line Lender may, upon 30 days’ notice to Borrower the Company and the Lenders, resign as an L/C Issuer or and/or a Swing Line Lender, or bothas applicable. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, Borrower the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that that, no failure by Borrower the Company to appoint any such successor shall affect the resignation of such an L/C Issuer or such a Swing Line Lender, as the case may be. If an any L/C Issuer resignsresigns as L/C Issuer, it shall retain all the rights, powers, privileges, privileges and duties of an the L/C Issuer hereunder with respect to all L/C 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 Exposure Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts Unreimbursed Amounts pursuant to Section 2.3(c2.03(c)). If any Swing Line Lender resigns as a Swing Line Lender resignsLender, it shall retain all the rights of a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(c2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line LenderLender (and their acceptance of such appointment), (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 the retiring Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the L/CsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of such the resigning L/C Issuer with respect to such L/CsLetters of Credit.