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

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time ▇▇▇▇▇ Fargo Retail Finance, LLC any L/C Issuer or the Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such L/C Issuer or the Swing Line Lender may, (iA) ▇▇▇▇▇ Fargo Bank may upon 30 days’ notice to the Lead Borrower Borrowing Agent and the Lenders, resign as an L/C Issuer Issuer, and/or (ii) ▇▇▇▇▇ Fargo Retail Finance, LLC upon 30 days’ notice to the Lead BorrowerBorrowing Agent, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Lead Borrower 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 the Lead Borrower Company to appoint any such successor shall affect the resignation of ▇▇▇▇▇ Fargo Bank the applicable Lender as an L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC as the Swing Line Lender, as the case may be. If ▇▇▇▇▇ Fargo Bank any Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to ▇▇▇▇▇ Fargo Bank the applicable retiring L/C Issuer, as the case may be, to effectively assume the obligations of ▇▇▇▇▇ Fargo Bank the retiring L/C Issuer, as the case may be, with respect to such Letters of Credit.

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America or any other L/C Issuer assigns all of its Revolving Credit Commitment and all of its Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), (i) ▇▇▇▇▇ Fargo Bank may such Person may, upon 30 days’ notice to the Lead Borrower and the Lenders, resign as an L/C Issuer and/or (ii) ▇▇▇▇▇ Fargo Retail FinanceBank of America may, LLC upon 30 days’ notice to the Lead Borrower, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Revolving Credit Lenders (with respect to the Revolving Credit Facility), in each case who agree to serve in such capacity a successor L/C Issuer (which may be an existing 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 ▇▇▇▇▇ Fargo Bank of America or the applicable L/C Issuer as an L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC as Swing Line Lender, as the case may be. If ▇▇▇▇▇ Fargo Bank of America or any other L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts or L/C Borrowings pursuant to Section 2.03(c) or Section 2.03(d)). If ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer (with respect to such resigning 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 such successor L/C Issuer (or another of the L/C Issuers under such Facility, as may be arranged by the Borrower) shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to ▇▇▇▇▇ Fargo Bank of America or such other resigning L/C Issuer to effectively assume the obligations of ▇▇▇▇▇ Fargo Bank of America or such other resigning L/C Issuer with respect to such Letters of Credit. The provisions of this clause (f) shall not limit the ability of the Borrower to appoint and remove L/C Issuers pursuant to Sections 2.03(m) and (n).

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America assigns all of its Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), (i) ▇▇▇▇▇ Fargo Bank may upon 30 days’ notice to the Lead Borrower and the Lenders, of America shall resign as L/C Issuer and/or and Swing Line Lender (ii) ▇▇▇▇▇ Fargo Retail Finance, LLC upon which resignation shall become effective 30 days’ days following written notice by Bank of America to the Lead Borrower, resign as Swing Line LenderBorrower and the Lenders of its resignation). In the event of any such resignation as L/C Issuer or and Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or and Swing Line Lender hereunder; provided, however, that (i) no failure by the Lead Borrower to appoint any such successor, or by any such appointed successor to accept such appointment, shall affect the resignation of ▇▇▇▇▇ Fargo Bank of America as L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC as and Swing Line LenderLender and (ii) the Required Lenders, as and not the case may beBorrower, shall have the exclusive right to appoint any such successor in the event that either (x) the Borrower does not appoint a successor that has accepted such appointment within ten (10) Business Days following the resignation of Bank of America or (y) an Event of Default has occurred and is continuing at the time of such appointment. If ▇▇▇▇▇ Fargo Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line LenderLender and the acceptance by such successor of such appointment, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to ▇▇▇▇▇ Fargo Bank of America to effectively assume the obligations of ▇▇▇▇▇ Fargo Bank of America with respect to such Letters of Credit.

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America or Citibank assigns all of its Commitment and Loans Advances pursuant to subsection (b) above, (i) ▇▇▇▇▇ Fargo Bank may of America or Citibank, as applicable, may, upon 30 days’ notice to the Lead Borrower and the Lenders, resign as an L/C Issuer and/or (ii) ▇▇▇▇▇ Fargo Retail FinanceBank of America may, LLC upon 30 days’ notice to the Lead BorrowerBorrower and the Lenders, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lenderresignation, 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 ▇▇▇▇▇ Fargo Bank of America or Citibank as an L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America as Swing Line Lender, as the case may be. If ▇▇▇▇▇ Fargo Bank of America or Citibank resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C 91839933_4 Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans Advances or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans Advances or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor and acceptance of such appointment by the successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to ▇▇▇▇▇ Fargo Bank of America or Citibank to effectively assume the obligations of ▇▇▇▇▇ Fargo Bank of America or Citibank, as the case may be, with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time ▇▇▇▇▇ Fargo Retail Finance, LLC any L/C Issuer or the Swing Line Lender assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, such L/C Issuer or the Swing Line Lender may, (i) ▇▇▇▇▇ Fargo Bank may upon 30 days’ notice to the Lead Borrower Borrowing Agent and the Lenders, resign as an L/C Issuer Issuer, and/or (ii) ▇▇▇▇▇ Fargo Retail Finance, LLC upon 30 days’ notice to the Lead BorrowerBorrowing Agent, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Lead Borrower 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 the Lead Borrower Company to appoint any such successor shall affect the resignation of ▇▇▇▇▇ Fargo Bank the applicable Lender as an L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC as the Swing Line Lender, as the case may be. If ▇▇▇▇▇ Fargo Bank any Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.03(f)). If ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (ax) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (by) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to ▇▇▇▇▇ Fargo Bank the applicable retiring L/C Issuer, as the case may be, to effectively assume the obligations of ▇▇▇▇▇ Fargo Bank the retiring L/C Issuer, as the case may be, with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. (i) Notwithstanding anything to the contrary contained herein, if at any time ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, (i) ▇▇▇▇▇ Fargo Bank may of America may, upon 30 thirty days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) ▇▇▇▇▇ Fargo Retail Finance, LLC upon 30 days’ notice to the Lead Borrower, resign as Swing Line LenderIssuer. In the event of any such resignation as L/C Issuer or Swing Line LenderIssuer, 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 ▇▇▇▇▇ Fargo Bank of America as L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC as Swing Line Lender, as the case may beIssuer. If ▇▇▇▇▇ Fargo Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit. (ii) Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving A Commitment and Revolving A Loans pursuant to subsection (b) above, Bank of America may, upon thirty days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as Swing Line Lender. If ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to ▇▇▇▇▇ Fargo Bank to effectively assume the obligations of ▇▇▇▇▇ Fargo Bank with respect to such Letters of Credit.

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, (i) if at any time ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America assigns all of its USD Commitment and Loans under the Committed (USD) Facility pursuant to subsection (b) above, 119889268 Bank of America may, (iA) ▇▇▇▇▇ Fargo Bank may upon 30 days’ notice to the Lead Borrower Company and the Committed (USD) Lenders, resign as L/C Issuer and/or (iiB) ▇▇▇▇▇ Fargo Retail Finance, LLC upon 30 days’ notice to the Lead BorrowerCompany, resign as Swing Line Lender, and (ii) if at any time any other Lender acting as an L/C Issuer assigns all of its USD Commitment and Loans under the Committed (USD) Facility pursuant to subsection (b) above, such Lender may, upon 30 days’ notice to the Company and the Committed (USD) Lenders, resign as an L/C Issuer. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Lead Borrower 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 the Lead Borrower Company to appoint any such successor shall affect the resignation of ▇▇▇▇▇ Fargo Bank of America as L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC as Swing Line Lender, as the case may be, or any other Lender as an L/C Issuer. If ▇▇▇▇▇ Fargo Bank of America or any other Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit 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 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 pursuant to Section 2.03(c2.03(d)). If ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed (USD) Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit and bankers’ acceptances in substitution for the Letters of CreditCredit and Bankers’ Acceptances, if any, outstanding at the time of such succession or make other arrangements satisfactory to ▇▇▇▇▇ Fargo Bank of America or such other retiring L/C Issuer, as the case may be, to effectively assume the obligations of ▇▇▇▇▇ Fargo Bank of America or such other retiring L/C Issuer, as the case may be, with respect to such Letters of CreditCredit 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 ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America or Citibank assigns all of its Commitment and Loans Advances pursuant to subsection (b) above, (i) ▇▇▇▇▇ Fargo Bank may of America or Citibank, as applicable, may, upon 30 days’ notice to the Lead Borrower and the Lenders, resign as an L/C Issuer and/or (ii) ▇▇▇▇▇ Fargo Retail FinanceBank of America may, LLC upon 30 days’ notice to the Lead BorrowerBorrower and the Lenders, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lenderresignation, 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 ▇▇▇▇▇ Fargo Bank of America or Citibank as an L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America as Swing Line Lender, as the case may be. If ▇▇▇▇▇ Fargo Bank of America or Citibank resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans Advances or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans Advances or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor and acceptance of such appointment by the successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to ▇▇▇▇▇ Fargo Bank of America or Citibank to effectively assume the obligations of ▇▇▇▇▇ Fargo Bank of America or Citibank, as the case may be, with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America or any Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), (i) ▇▇▇▇▇ Fargo Bank may of America may, upon 30 days’ notice to the Lead Borrower Company and the Lenders, resign as L/C Issuer and/or or (ii) ▇▇▇▇▇ Fargo Retail Financesuch Swing Line Lender may, LLC upon 30 days’ notice to the Lead BorrowerCompany, resign as a Swing Line Lender, as the case may be. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower Company shall be entitled to appoint from among the Lenders willing to accept such appointment in their sole discretion a successor L/C Issuer or Swing Line Lender hereunder; provided, however, provided that no failure by the Lead Borrower Company to appoint any such successor shall affect the resignation of ▇▇▇▇▇ Fargo Bank of America as L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC any Swing Line Lender as a Swing Line Lender, as the case may be. If ▇▇▇▇▇ Fargo Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If ▇▇▇▇▇ Fargo Retail Finance, LLC any Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to ▇▇▇▇▇ Fargo Bank of America to effectively assume the obligations of ▇▇▇▇▇ Fargo Bank of America with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America assigns all of its Revolving Loan Commitment and Revolving Loans pursuant to subsection (b) above, Bank of America may, (i) ▇▇▇▇▇ Fargo Bank may upon 30 days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) ▇▇▇▇▇ Fargo Retail Finance, LLC upon 30 days’ notice to the Lead BorrowerBorrower and the Lenders, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower Required Revolving Loan Lenders, in consultation with the Borrower, shall be entitled to appoint from among the Revolving Loan Lenders (with the consent of the applicable Revolving Loan Lender) a successor L/C Issuer or Swing Line Lender hereunder; provided, however, provided that no failure by if (i) the Lead Borrower to appoint Required Revolving Loan Lenders shall not have so appointed any such successor within the 30-day period following Bank of America’s notice of resignation, or (ii) Bank of America shall affect have resigned as Administrative Agent in accordance with Section 9.06, Bank of America may appoint such successor. Any such resignation shall be effective upon the resignation appointment (with the consent of ▇▇▇▇▇ Fargo Bank as L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC as Swing Line the applicable Revolving Loan Lender, as the case may be) of a successor. If ▇▇▇▇▇ Fargo Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges rights and duties obligations of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Loan Lenders to make Base Rate Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Revolving Loan Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to ▇▇▇▇▇ Fargo Bank to effectively assume the obligations of ▇▇▇▇▇ Fargo Bank with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time ▇▇▇▇▇ Fargo Retail FinanceBank of America, LLC Barclays or JPMorgan assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America (i) ▇▇▇▇▇ Fargo Bank and any of its relevant Affiliates’, including the Affiliates acting as Swing Line Lender for Swing Line Loans denominated in Euros), Barclays or JPMorgan, as the case may be, may, upon 30 days’ notice to the Lead Borrower Company and the Lenders, resign as an L/C Issuer and/or (ii) ▇▇▇▇▇ Fargo Retail Finance, LLC upon 30 days’ notice to the Lead Borrower, resign as a Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Lead Borrower 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 the Lead Borrower Company to appoint any such successor shall affect the resignation of ▇▇▇▇▇ Fargo Bank of America (and its applicable Affiliate), Barclays or JPMorgan, as the case may be, as an L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC as Swing Line Lender, as the case may be. If ▇▇▇▇▇ Fargo Bank of America (and any of its applicable Affiliates), Barclays or JPMorgan resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit outstanding and Bankers’ Acceptances outstanding, and all Bankers’ Acceptances issuable under ay Acceptance Credit outstanding, as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If ▇▇▇▇▇ Fargo Retail FinanceBank of America, LLC Barclays or JPMorgan resigns as a Swing Line Lender, it shall retain all the rights of the a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the other Lenders to make Base Rate Committed Loans or Alternative Currency Term Rate Loans in Euros or fund risk participations in outstanding Swing Line Loans made by it pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the 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 Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to ▇▇▇▇▇ Fargo Bank of America, to Barclays or to JPMorgan, as the case may be, to effectively assume the obligations of ▇▇▇▇▇ Fargo Bank of America, Barclays or JPMorgan, as the case may be, with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America or any other L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), (i) ▇▇▇▇▇ Fargo Bank may such Person may, upon 30 days’ notice to the Lead Borrower Company and the Lenders, resign as an L/C Issuer and/or (ii) ▇▇▇▇▇ Fargo Retail FinanceBank of America may, LLC upon 30 days’ notice to the Lead BorrowerCompany, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Lead Borrower Company shall be entitled to appoint from among the Revolving Credit Lenders (with respect to the Revolving Credit Facility) or the Performance Letter of Credit Lenders (with respect to the Performance Letter of Credit Facility), in each case who agree to serve in such capacity a successor L/C Issuer (which may be an existing L/C Issuer) or Swing Line Lender hereunder; provided, however, that no failure by the Lead Borrower Company to appoint any such successor shall affect the resignation of ▇▇▇▇▇ Fargo Bank of America or the applicable L/C Issuer as an L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC as Swing Line Lender, as the case may be. If ▇▇▇▇▇ Fargo Bank of America or any other L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts or L/C Borrowings pursuant to Section 2.03(c) or Section 2.03(d)). If ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer (with respect to such resigning 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 such successor L/C Issuer (or another of the L/C Issuers under such Facility, as may be arranged by the Borrowers) shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to ▇▇▇▇▇ Fargo Bank of America or such other resigning L/C Issuer to effectively assume the obligations of ▇▇▇▇▇ Fargo Bank of America or such other resigning L/C Issuer with respect to such Letters of Credit. The provisions of this clause (f) shall not limit the ability of the Borrowers to appoint and remove L/C Issuers pursuant to Sections 2.03(l) and (m).

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

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America assigns all of its Commitment Revolving Credit Commitments and Revolving Credit Loans pursuant to subsection (b) aboveSection 11.06(b), Bank of America may, (i) ▇▇▇▇▇ Fargo Bank may upon 30 days’ notice to the Lead Borrower Parent and the Lenders, resign as an L/C Issuer and/or (ii) ▇▇▇▇▇ Fargo Retail Finance, LLC upon 30 days’ notice to the Lead BorrowerParent, resign as a Swing Line Lender. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, the Lead Borrower Parent 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 Parent to appoint any such successor shall affect the resignation of ▇▇▇▇▇ Fargo Bank of America as an L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC as a Swing Line Lender, as the case may be. If ▇▇▇▇▇ Fargo Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit issued by it that are outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans, U.S. Base Rate Loans or Canadian Prime Rate Loans, as applicable, or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.03(b)). If ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America resigns as a Swing Line Lender, it shall retain all the rights of the a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans, U.S. Base Rate Loans or Canadian Prime Rate Loans, as applicable, or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c2.04.A(c) or 2.04.B(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to ▇▇▇▇▇ Fargo Bank of America to effectively assume the obligations of ▇▇▇▇▇ Fargo Bank of America with respect to such Letters of Credit.

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

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America assigns all of its Commitment Revolving Credit Commitment, Revolving Loans and Loans any Pro Rata Term Share of the Term Loan pursuant to subsection (b) above, Bank of America may, (i) ▇▇▇▇▇ Fargo Bank may upon 30 days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) ▇▇▇▇▇ Fargo Retail Finance, LLC upon 30 days’ notice to the Lead Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders willing to serve in such capacity 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 ▇▇▇▇▇ Fargo Bank of America as L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC as Swing Line Lender, as the case may be. If ▇▇▇▇▇ Fargo Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit and Bankers’ Acceptances outstanding as of the effective date of its resignation as L/C Issuer and all L/C — BA Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.04(c)). If ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of CreditCredit and/or Bankers’ Acceptances, if any, outstanding at the time of such succession successor or make other arrangements satisfactory to ▇▇▇▇▇ Fargo Bank of America to effectively assume the obligations of ▇▇▇▇▇ Fargo Bank of America with respect to such Letters of CreditCredit and/or Bankers’ Acceptances.

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) ▇▇▇▇▇ Fargo Bank may upon 30 ten days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) ▇▇▇▇▇ Fargo Retail Finance, LLC upon 30 ten days’ notice to the Lead Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder, 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 Lead Borrower to appoint any such successor shall affect the resignation of ▇▇▇▇▇ Fargo Bank of America as L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC as Swing Line Lender, as the case may be. If ▇▇▇▇▇ Fargo Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to ▇▇▇▇▇ Fargo Bank of America to effectively assume the obligations of ▇▇▇▇▇ Fargo Bank of America with respect to such Letters of Credit.

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. (i) Notwithstanding anything to the contrary contained herein, if at any time ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America or any other L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) above, then (i) ▇▇▇▇▇ Fargo Bank may of America or such other L/C Issuer may, upon 30 days’ notice to the Lead Borrower and the Lenders, resign as an L/C Issuer and/or (ii) ▇▇▇▇▇ Fargo Retail FinanceBank of America may, LLC upon 30 days’ notice to the Lead Borrower, resign as the Swing Line Lender. In the event of any such resignation as of an L/C Issuer or the Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer (which may be an existing L/C Issuer) or Swing Line Lender hereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of ▇▇▇▇▇ Fargo Bank of America or the applicable L/C Issuer as an L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC of Bank of America as the Swing Line Lender, as the case may be. . (ii) If ▇▇▇▇▇ Fargo Bank of America or any other L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Credit Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer with respect to such resigning L/C Issuer (x) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and (y) such successor L/C Issuer (or another of the L/C Issuers, as may be arranged by the Borrower) shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such succession, or make other arrangements satisfactory to Bank of America or such other resigning L/C Issuer to effectively assume the obligations of Bank of America or such other resigning L/C Issuer with respect to such Letters of Credit. The provisions of subparts (g)(i) and (g)(ii) of this Section shall not limit the ability of the Borrower to appoint and remove L/C Issuers pursuant to Sections 2.03(l) and (m). 65833673_5 (iii) If ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Revolving Credit Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to ▇▇▇▇▇ Fargo Bank to effectively assume the obligations of ▇▇▇▇▇ Fargo Bank with respect to such Letters of Credit.

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. (i) Notwithstanding anything to the contrary contained herein, if at any time ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America or any other L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) above, then (i) ▇▇▇▇▇ Fargo Bank may of America or such other L/C Issuer may, upon 30 days’ notice to the Lead Borrower and the Lenders, resign as an L/C Issuer and/or (ii) ▇▇▇▇▇ Fargo Retail FinanceBank of America may, LLC upon 30 days’ notice to the Lead Borrower, resign as the Swing Line Lender. In the event of any such resignation as of an L/C Issuer or the Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer (which may be an existing L/C Issuer) or Swing Line Lender hereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of ▇▇▇▇▇ Fargo Bank of America or the applicable L/C Issuer as an L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC of Bank of America as the Swing Line Lender, as the case may be. . (ii) If ▇▇▇▇▇ Fargo Bank of America or any other L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer with respect to such resigning L/C Issuer (x) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and (y) such successor L/C Issuer (or another of the L/C Issuers, as may be arranged by the Borrower) shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such succession, or make other arrangements satisfactory to Bank of America or such other resigning L/C Issuer to effectively assume the obligations of Bank of America or such other resigning L/C Issuer with respect to such Letters of Credit. The provisions of subparts (g)(i) and (g)(ii) of this Section shall not limit the ability of the Borrower to appoint and remove L/C Issuers pursuant to Sections 2.03(l) and (m). (iii) If ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to ▇▇▇▇▇ Fargo Bank to effectively assume the obligations of ▇▇▇▇▇ Fargo Bank with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) ▇▇▇▇▇ Fargo Bank may upon 30 days’ notice to the Lead Borrower Administrative Agent, the Company and the Lenders, resign as an L/C Issuer and/or (ii) ▇▇▇▇▇ Fargo Retail Finance, LLC upon 30 days’ notice to the Lead BorrowerCompany, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Lead Borrower 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 the Lead Borrower Company to appoint any such successor shall affect the resignation of ▇▇▇▇▇ Fargo Bank of America as an L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC as Swing Line Lender, as the case may bebe and provided, further, that such successor L/C Issuer or Swing Line Lender accepts such appointment. If ▇▇▇▇▇ Fargo Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory AMERICAS/2022747386.20 to ▇▇▇▇▇ Fargo Bank of America to effectively assume the obligations of ▇▇▇▇▇ Fargo Bank of America with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America or Wachovia assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America or Wachovia, as applicable, may, (i) ▇▇▇▇▇ Fargo Bank may upon 30 days’ notice to the Lead Borrower and the Lenders, resign as an L/C Issuer and/or (ii) ▇▇▇▇▇ Fargo Retail Finance, LLC upon 30 days’ notice to the Lead Borrower, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Lead 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 the Lead Borrower to appoint any such successor shall affect the resignation of ▇▇▇▇▇ Fargo Bank of America or Wachovia as an L/C Issuer or ▇▇▇▇▇ Fargo Retail Finance, LLC as Swing Line Lender, as the case may be. If ▇▇▇▇▇ Fargo Bank of America or Wachovia resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.04(c)). If ▇▇▇▇▇ Fargo Retail Finance, LLC Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to ▇▇▇▇▇ Fargo Bank of America or Wachovia, as applicable, to effectively assume the obligations of ▇▇▇▇▇ Fargo Bank of America or Wachovia, as applicable, with respect to such Letters of Credit.