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

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time JPMCB a Lender that is an L/C Issuer or the Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 11.06(b), JPMCB may, such L/C Issuer or the Swing Line Lender may (i) upon 30 days’ notice to the Borrowers Parent Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the BorrowersParent ▇▇▇▇▇▇▇▇, resign as the Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line Lender, the Borrowers Parent Borrower shall be entitled to appoint, appoint from among the Lenders willing to serve in such capacity, a successor L/C Issuer or Swing Line Lender hereunder; provided provided, however, that no failure by the Borrowers Parent Borrower to appoint any such successor shall affect the resignation of JPMCB such Lender as an L/C Issuer or the Swing Line Lender, as the case may be. If JPMCB a Lender that is an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.04(c)). If JPMCB a Lender that is the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate 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 reasonably satisfactory to JPMCB the retiring L/C Issuer to effectively assume the obligations of JPMCB such retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time JPMCB a Lender that is an L/C Issuer or a Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 11.06(b), JPMCB may, such L/C Issuer or Swing Line Lender may (i) upon 30 days’ notice to the Borrowers Company and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to 63861415 the BorrowersCompany, resign as a Swing Line Lender. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, the Borrowers Company shall be entitled to appoint, appoint from among the Lenders willing to serve in such capacity, a successor L/C Issuer or Swing Line Lender hereunder; provided provided, however, that no failure by the Borrowers Company to appoint any such successor shall affect the resignation of JPMCB such Lender as an L/C Issuer or a Swing Line Lender, as the case may be. If JPMCB a Lender that is an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.04(c)). If JPMCB a Lender that is a 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(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 reasonably satisfactory to JPMCB the retiring L/C Issuer to effectively assume the obligations of JPMCB such retiring L/C Issuer with respect to such Letters of Credit.

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

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if (i) at any time JPMCB Citibank assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, JPMCB Citibank may, (iA) upon 30 days’ notice to the Borrowers Borrower and the Lenders, resign as L/C Issuer Issuer, and/or (B) 30 days’ notice to the Borrower and the Lenders, resign as Swing Line Lender, and (ii) at any time any other L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) above, such L/C Issuer may, upon 30 days’ notice to the BorrowersBorrower and the Lenders, resign as Swing Line LenderL/C Issuer. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrowers Borrower shall be entitled to appoint, appoint from among the Lenders willing to serve in such capacity, a successor L/C Issuer or Swing Line Lender hereunder; provided provided, however, that no failure by the Borrowers Borrower to appoint any such successor shall affect the resignation of JPMCB Citibank or such other L/C Issuer, as applicable, as L/C Issuer or Swing Line Lender, as the case may be. If JPMCB Citibank or any other L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.04(c)). If JPMCB Citibank resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed 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 LenderLender and the written acceptance by such successor of such appointment, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to JPMCB the retiring L/C Issuer to effectively assume the obligations of JPMCB the retiring L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time JPMCB ▇▇▇▇▇ Fargo Bank, National Association (as successor by merger to ▇▇▇▇▇ Fargo Retail Finance, LLC) assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, JPMCB ▇▇▇▇▇ Fargo may, (i) upon 30 days’ notice to the Borrowers Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the BorrowersLead Borrower, ▇▇▇▇▇ Fargo Retail Finance II, LLC may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrowers Lead Borrower shall be entitled to appoint, appoint from among the Lenders willing to serve in such capacity, a successor L/C Issuer or Swing Line Lender hereunder; provided provided, however, that no failure by the Borrowers Lead Borrower to appoint any such successor shall affect the resignation of JPMCB ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If JPMCB ▇▇▇▇▇ Fargo resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.03(ce)). If JPMCB ▇▇▇▇▇ Fargo Bank, National Association (as successor by merger to ▇▇▇▇▇ 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 reasonably satisfactory to JPMCB ▇▇▇▇▇ Fargo to effectively assume the obligations of JPMCB ▇▇▇▇▇ Fargo with respect to such Letters of Credit.

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time JPMCB JPMorgan Chase Bank assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, JPMCB JPMorgan Chase Bank may, (i) upon 30 days’ notice to the Borrowers Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the BorrowersBorrower, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Borrowers Borrower shall be entitled to appoint, appoint from among the Lenders willing to serve in such capacity, a successor L/C Issuer or Swing Line Lender hereunder, subject to acceptance of such appointment by such Lender; provided provided, however, that no failure by the Borrowers Borrower to appoint any such successor shall affect the resignation of JPMCB JPMorgan Chase Bank as an L/C Issuer or Swing Line Lender, as the case may be. If JPMCB JPMorgan Chase Bank resigns as an L/C Issuer, (a) it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c2.04(c))) and (b) the Borrower shall use commercially reasonable efforts to cause another L/C Issuer to issue letters of credit in substitution for the Letters of Credit issued by JPMorgan Chase Bank as an L/C Issuer, if any, outstanding at the time of such resignation or make other arrangements satisfactory to JPMorgan Chase Bank to effectively assume the obligations of JPMorgan Chase Bank with respect to such Letters of Credit. If JPMCB JPMorgan Chase Bank resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate 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 reasonably satisfactory to JPMCB to effectively assume the obligations of JPMCB 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 JPMCB Wachovia Bank assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, JPMCB such L/C Issuer may, (i) upon 30 days’ notice to the Borrowers Borrower and the Lenders, resign as L/C Issuer and/or and (ii) upon 30 days’ notice to the BorrowersBorrower and the Lenders, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrowers Borrower shall be entitled to appoint, appoint from among the Lenders willing to serve in such capacity, a successor L/C Issuer or Swing Line Lender hereunder; provided provided, however, that no failure by the Borrowers Borrower to appoint any such successor shall affect the resignation of JPMCB Wachovia Bank, as L/C Issuer or Swing Line Lender, as the case may be. If JPMCB Wachovia Bank resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If JPMCB Wachovia Bank resigns as Swing Line Lender, it shall retain all the rights rights, powers, privileges and duties of the Swing Line Lender provided for hereunder with respect to all Swing Line Loans made by it and outstanding as of the effective date of such resignationits resignation as Swing Line Lender, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c2.03(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to JPMCB the retiring L/C Issuer to effectively assume the obligations of JPMCB the retiring L/C Issuer with respect to such Letters of Credit.. 108 [AMENDED AND RESTATED CREDIT AGREEMENT]

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

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time JPMCB any L/C Issuer or any Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, JPMCB such L/C Issuer or such Swing Line Lender may, (i) upon 30 days’ notice to the Borrowers Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the Borrowers, resign as or a Swing Line Lender, or both. In the event of any such resignation as an L/C Issuer or a Swing Line Lender, the Borrowers Borrower shall be entitled to appoint, appoint from among the Lenders willing to serve in such capacity, a successor L/C Issuer or Swing Line Lender hereunder; provided provided, however, that no failure by the Borrowers Borrower to appoint any such successor shall affect the resignation of JPMCB as such L/C Issuer or such Swing Line Lender, as the case may be. If JPMCB resigns as an L/C IssuerIssuer resigns, it shall retain all the rights, powers, privileges privileges, and duties of the an L/C Issuer hereunder with respect to all Letters of Credit L/C outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations Exposure with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts unreimbursed amounts pursuant to Section 2.03(c2.3(c)). If JPMCB resigns as a Swing Line LenderLender resigns, it shall retain all the rights of the a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c2.4(c). Upon the appointment of a successor L/C Issuer and/or and/ or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges privileges, and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of CreditL/Cs, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to JPMCB the resigning L/C Issuer to effectively assume the obligations of JPMCB such resigning L/C Issuer with respect to such Letters of CreditL/Cs.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time JPMCB JPMorgan Chase Bank assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 11.06(b), JPMCB JPMorgan Chase Bank may, (i) upon 30 thirty (30) days’ notice to the Borrowers Company and the Lenders, resign as L/C Issuer and/or (ii) upon 30 thirty (30) days’ notice to the BorrowersCompany, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrowers Company shall be entitled to appoint, appoint from among the Lenders willing to serve in such capacity, a successor L/C Issuer or Swing Line Lender hereunder; provided provided, however, that no failure by the Borrowers Company to appoint any such successor shall affect the resignation of JPMCB JPMorgan Chase Bank as L/C Issuer or Swing Line Lender, as the case may be. If JPMCB JPMorgan Chase Bank resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If JPMCB JPMorgan Chase Bank resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate 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 JPMCB JPMorgan Chase Bank to effectively assume the obligations of JPMCB JPMorgan Chase Bank with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time JPMCB Scotia Bank assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), JPMCB Scotia Bank may, (i) upon 30 days’ notice to the Borrowers Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrowers, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrowers Borrower shall be entitled to appoint, appoint from among the Lenders willing to serve in such capacity, a successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by the Borrowers to appoint any such successor shall affect the resignation of JPMCB as L/C Issuer or Swing Line Lender, as the case may be, hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Scotia Bank as L/C Issuer and/or Swing Line Lender, as the case may be. If JPMCB Scotia 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 JPMCB Scotia Bank resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate 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 and/or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to JPMCB such retiring L/C Issuer to effectively assume the obligations of JPMCB such retiring L/C Issuer with respect to such Letters of Credit.. Table of Contents

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time JPMCB ▇▇▇▇▇ Fargo assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) above, JPMCB ▇▇▇▇▇ Fargo may, (i) upon 30 days’ notice to the Borrowers Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the BorrowersLead Borrower, ▇▇▇▇▇ Fargo may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrowers Lead Borrower shall be entitled to appoint, appoint from among the Lenders willing to serve in such capacity, a successor L/C Issuer or Swing Line Lender hereunder; provided provided, however, that no failure by the Borrowers Lead Borrower to appoint any such successor shall affect the resignation of JPMCB ▇▇▇▇▇ Fargo as L/C Issuer or Swing Line Lender, as the case may be. If JPMCB ▇▇▇▇▇ Fargo resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If JPMCB ▇▇▇▇▇ Fargo resigns as Swing Line -134- 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 reasonably satisfactory to JPMCB ▇▇▇▇▇ Fargo to effectively assume the obligations of JPMCB ▇▇▇▇▇ Fargo with respect to such Letters of Credit.

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

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

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

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

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

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time JPMCB any L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), JPMCB such L/C Issuer may, (i) upon 30 thirty (30) days’ notice to the Borrowers Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 thirty (30) days’ notice to the BorrowersBorrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrowers Borrower shall be entitled to appoint, appoint from among the Lenders willing (and subject to serve in such capacity, the agreement of the Lender being so appointed to act as an L/C Issuer or Swing Line Lender) a successor L/C Issuer or Swing Line Lender hereunder; provided provided, however, that no failure by the Borrowers Borrower to appoint any such successor shall affect the resignation of JPMCB as such L/C Issuer or Swing Line Lender, as the case may be. If JPMCB any L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer Issuers hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If JPMCB The Huntington National Bank resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate 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 JPMCB such L/C Issuer to effectively assume the obligations of JPMCB the applicable L/C Issuer with respect to such Letters of Credit.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time JPMCB Barclays assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to subsection (b) aboveSection 10.06(b), JPMCB Barclays may, (i) upon 30 days’ notice to the Borrowers Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the BorrowersBorrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrowers Borrower shall be entitled to appoint, appoint from among the Lenders willing to serve in such capacity, a successor L/C Issuer or Swing Line Lender hereunder; provided provided, however, that no failure by the Borrowers Borrower to appoint any such successor shall affect the resignation of JPMCB Barclays as L/C Issuer or Swing Line Lender, as the case may be. If JPMCB Barclays 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 JPMCB Barclays 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 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 JPMCB Barclays to effectively assume the obligations of JPMCB Barclays with respect to such Letters of Credit.