Common use of Resignation of Issuing Bank Clause in Contracts

Resignation of Issuing Bank. An Issuing Bank may resign as Issuing Bank upon sixty (60) days’ prior written notice to Administrative Agent, Lenders and Borrower. At the time any such resignation shall become effective, Borrower shall (A) pay all unpaid fees and other amounts accrued for the account of the resigning Issuing Bank and (B) cash collateralize or replace any existing Letters of Credit or cause a bank or other financial institution acceptable to the resigning Issuing Bank to issue backstop letters of credit (naming the resigning Issuing Bank as the beneficiary thereof and otherwise in form and substance satisfactory to the resigning Issuing Bank) in respect of existing Letters of Credit, in each case on terms satisfactory to the resigning Issuing Bank. From and after the effective date of any such resignation, (i) any successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of an Issuing Bank hereunder, the resigning Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit.

Resignation of Issuing Bank. An The Issuing Bank may resign as Issuing Bank upon at any time by giving sixty (60) days’ days prior written notice thereof to Administrative Agent, the Lenders and BorrowerTransTechnology. At the time any such resignation shall become effective, Borrower shall (A) pay all unpaid fees and other amounts accrued for the account of the resigning Issuing Bank and (B) cash collateralize or replace any existing Letters of Credit or cause a bank or other financial institution acceptable to the resigning Issuing Bank to issue backstop letters of credit (naming the resigning Issuing Bank as the beneficiary thereof and otherwise in form and substance satisfactory to the resigning Issuing Bank) in respect of existing Letters of Credit, in each case on terms satisfactory to the resigning Issuing Bank. From and after the effective date of Upon any such resignation, (i) any the Majority Lenders shall have the right to appoint a successor Issuing Bank. Unless a Default or Event of Default shall have occurred and be continuing, such successor Issuing Bank shall be reasonably acceptable to TransTechnology. If no successor Issuing Bank shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Issuing Bank's giving of notice of resignation, then the retiring Issuing Bank may, on behalf of the Lenders, appoint a successor Issuing Bank, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Issuing Bank hereunder by a successor Issuing Bank, such successor Issuing Bank shall thereupon succeed to and become vested with all the rights rights, powers, privileges, duties and obligations of an the retiring Issuing Bank under this Agreement Bank, and, after arranging for the replacement of, reissuance of or issuance of back-up Letters of Credit with respect to all outstanding Letters of Credit to be issued thereafter and (ii) references herein in a manner satisfactory to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of an Issuing Bank hereunderMajority Lenders, the resigning retiring Issuing Bank shall remain a party hereto be discharged from its duties and obligations hereunder. After any retiring Issuing Bank's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to the extent that Letters of Credit issued be taken by it remain outstanding and shall continue to have all the rights and obligations of an while it was acting as Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of CreditBank.

Resignation of Issuing Bank. An The Issuing Bank may resign as an Issuing Bank upon sixty thirty (6030) days’ days prior written notice to the Administrative Agent, the Lenders and Borrower. The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank (provided, that the replaced Issuing Bank shall not be required to execute or deliver any written agreement if the replaced Issuing Bank has no Letters of Credit or reimbursement obligations with respect thereto outstanding; provided, further, that the Borrower shall promptly notify the Issuing Bank upon the execution and delivery of any such written agreement by the parties thereto) and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Bank. At the time any such replacement or resignation shall become effective, the Borrower shall (Ai) pay all unpaid fees and other amounts accrued for the account of the resigning replaced Issuing Bank and (Bii) cash collateralize Cash Collateralize or replace any existing Letters of Credit or cause a bank or other financial institution reasonably acceptable to the resigning replaced Issuing Bank to issue backstop letters of credit (naming the resigning replaced Issuing Bank as the beneficiary thereof and otherwise in form and substance satisfactory to the resigning replaced Issuing Bank) in respect of existing Letters of Credit, in each case on terms satisfactory to the resigning replaced Issuing Bank. From and after the effective date of any such replacement or resignation, (i) any successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement or resignation of an Issuing Bank hereunder, the resigning replaced Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit.

Resignation of Issuing Bank. An Notwithstanding anything to the contrary contained herein, any Issuing Bank may may, upon thirty days’ notice to the Borrower and the Revolving Lxxxxxx, resign as an Issuing Bank upon sixty (60) days’ Bank; provided that on or prior written notice to Administrative Agent, Lenders and Borrower. At the time any such resignation shall become effective, Borrower shall (A) pay all unpaid fees and other amounts accrued for the account of the resigning Issuing Bank and (B) cash collateralize or replace any existing Letters of Credit or cause a bank or other financial institution acceptable to the resigning Issuing Bank expiration of such 30-day period with respect to issue backstop letters of credit (naming the resigning Issuing Bank as the beneficiary thereof and otherwise in form and substance satisfactory to the resigning Issuing Bank) in respect of existing Letters of Credit, in each case on terms satisfactory to the resigning Issuing Bank. From and after the effective date of any such resignation, (i) any successor the relevant Issuing Bank shall have identified a successor Issuing Bank reasonably acceptable to the Borrower willing to accept its appointment as successor Issuing Bank hereunder. In the event of any such resignation of an Issuing Bank, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor Issuing Bank hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant Issuing Bank except as expressly provided above. If an Issuing Bank resigns as an Issuing Bank, it shall retain all the rights and obligations of an Issuing Bank under this Agreement hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all Letter of Credit Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Letters of Credit pursuant to Section 2.04(c)). Upon the appointment by the Borrower of a successor Issuing Bank hereunder (which successor shall in all cases be issued thereafter a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of an Issuing Bank hereunder, the resigning retiring Issuing Bank shall remain a party hereto be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the extent that Letters of Credit issued by it remain outstanding and shall continue retiring Issuing Bank to have all effectively assume the rights and obligations of an the retiring Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit.

Resignation of Issuing Bank. An Notwithstanding anything to the contrary contained herein, any Issuing Bank may may, upon thirty days’ notice to the Borrower and the Revolving Xxxxxxx, resign as an Issuing Bank upon sixty (60) days’ Bank; provided that on or prior written notice to Administrative Agent, Lenders and Borrower. At the time any such resignation shall become effective, Borrower shall (A) pay all unpaid fees and other amounts accrued for the account of the resigning Issuing Bank and (B) cash collateralize or replace any existing Letters of Credit or cause a bank or other financial institution acceptable to the resigning Issuing Bank expiration of such 30-day period with respect to issue backstop letters of credit (naming the resigning Issuing Bank as the beneficiary thereof and otherwise in form and substance satisfactory to the resigning Issuing Bank) in respect of existing Letters of Credit, in each case on terms satisfactory to the resigning Issuing Bank. From and after the effective date of any such resignation, (i) any successor the relevant Issuing Bank shall have identified a successor Issuing Bank reasonably acceptable to the Borrower willing to accept its appointment as successor Issuing Bank hereunder. In the event of any such resignation of an Issuing Bank, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor Issuing Bank hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant Issuing Bank except as expressly provided above. If an Issuing Bank resigns as an Issuing Bank, it shall retain all the rights and obligations of an Issuing Bank under this Agreement hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all Letter of Credit Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Letters of Credit pursuant to Section 2.04(c)). Upon the appointment by the Borrower of a successor Issuing Bank hereunder (which successor shall in all cases be issued thereafter a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of an Issuing Bank hereunder, the resigning retiring Issuing Bank shall remain a party hereto be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the extent that Letters of Credit issued by it remain outstanding and shall continue retiring Issuing Bank 230 to have all effectively assume the rights and obligations of an the retiring Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit.

Resignation of Issuing Bank. An The Issuing Bank may resign as “Issuing Bank Bank” hereunder upon sixty (60) 30 days’ prior written notice to the Administrative Agent, the Lenders and the Borrower; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the Issuing Bank shall have identified a successor Issuing Bank reasonably acceptable to the Borrower willing to accept its appointment as successor Issuing Bank, and the effectiveness of such resignation shall be conditioned upon such successor assuming the rights and duties of the resigning Issuing Bank. In the event of any such resignation as Issuing Bank, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the resigning Issuing Bank except as expressly provided above. The Borrower may terminate the appointment of the Issuing Bank as an “Issuing Bank” hereunder by providing a written notice thereof to the Issuing Bank, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) the Issuing Bank acknowledging receipt of such notice and (ii) the third Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the LC Exposure attributable to Letters of Credit issued by the Issuing Bank (or its Affiliates) shall have been reduced to zero. At the time any such resignation or termination shall become effective, the Borrower shall (A) pay all unpaid fees and other amounts accrued for the account of the resigning or terminated Issuing Bank and (B) cash collateralize or replace any existing Letters of Credit or cause a bank or other financial institution acceptable pursuant to Section 2.14(c). Notwithstanding the resigning Issuing Bank to issue backstop letters of credit (naming the resigning Issuing Bank as the beneficiary thereof and otherwise in form and substance satisfactory to the resigning Issuing Bank) in respect of existing Letters of Credit, in each case on terms satisfactory to the resigning Issuing Bank. From and after the effective date effectiveness of any such resignation, (i) any successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor resignation or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of an Issuing Bank hereundertermination, the resigning or terminated Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement resignation or resignationtermination, but shall not be required to issue any additional Letters of Credit or to extend, reinstate, or otherwise amend any then-existing Letter of Credit.

Resignation of Issuing Bank. An Issuing Bank may resign as Issuing Bank upon sixty (60) days’ prior written notice to Administrative Agent, Lenders Xxxxxxx and BorrowerXxxxxxxx. At the time any such resignation shall become effective, Borrower shall (A) pay all unpaid fees and other amounts accrued for the account of the resigning Issuing Bank and (B) cash collateralize or replace any existing Letters of Credit or cause a bank or other financial institution acceptable to the resigning Issuing Bank to issue backstop letters of credit (naming the resigning Issuing Bank as the beneficiary thereof and otherwise in form and substance satisfactory to the resigning Issuing Bank) in respect of existing Letters of Credit, in each case on terms satisfactory to the resigning Issuing Bank. From and after the effective date of any such resignation, (i) any successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of an Issuing Bank hereunder, the resigning Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit.

Resignation of Issuing Bank. An Issuing Bank may resign as Issuing Bank upon sixty (60) days’ 60 days prior written notice to Administrative Agent, Lenders and Borrower. At the time any such resignation shall become effective, Borrower shall (Ai) pay all unpaid fees and other amounts accrued for the account of the resigning Issuing Bank and (Bii) cash collateralize or replace any existing Letters of Credit or cause a bank or other financial institution reasonably acceptable to the resigning Issuing Bank to issue backstop letters of credit (naming the resigning Issuing Bank as the beneficiary thereof and otherwise in form and substance satisfactory to the resigning Issuing Bank) in respect of existing Letters of Credit, in each case on terms satisfactory to the resigning Issuing Bank. From and after the effective date of any such resignation, (ix) any successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (iiy) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of an Issuing Bank hereunder, the resigning Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit.

Resignation of Issuing Bank. An Notwithstanding anything to the contrary contained herein, any Issuing Bank may may, upon thirty days’ notice to the Borrower and the Revolving Xxxxxxx, resign as an Issuing Bank upon sixty (60) days’ Bank; provided that on or prior written notice to Administrative Agent, Lenders and Borrower. At the time any such resignation shall become effective, Borrower shall (A) pay all unpaid fees and other amounts accrued for the account of the resigning Issuing Bank and (B) cash collateralize or replace any existing Letters of Credit or cause a bank or other financial institution acceptable to the resigning Issuing Bank expiration of such 30-day period with respect to issue backstop letters of credit (naming the resigning Issuing Bank as the beneficiary thereof and otherwise in form and substance satisfactory to the resigning Issuing Bank) in respect of existing Letters of Credit, in each case on terms satisfactory to the resigning Issuing Bank. From and after the effective date of any such resignation, (i) any successor the relevant Issuing Bank shall have identified a successor Issuing Bank reasonably acceptable to the Borrower willing to accept its appointment as successor Issuing Bank hereunder. In the event of any such resignation of an Issuing Bank, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor Issuing Bank hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant Issuing Bank except as expressly provided above. If an Issuing Bank resigns as an Issuing Bank, it shall retain all the rights and obligations of an Issuing Bank under this Agreement hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all Letter of Credit Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Letters of Credit pursuant to Section 2.04(c)). Upon the appointment by the Borrower of a successor Issuing Bank hereunder (which successor shall in all cases be issued thereafter a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of an Issuing Bank hereunder, the resigning retiring Issuing Bank shall remain a party hereto be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the extent that Letters of Credit issued by it remain outstanding and shall continue retiring Issuing Bank to have all effectively assume the rights and obligations of an the retiring Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit.

Resignation of Issuing Bank. An Issuing Bank may resign as Issuing Bank upon sixty (60) days’ 30 days prior written notice to Administrative Agent, the Lenders and the Borrower. At the time any such resignation shall become effective, the Borrower shall (A) pay all unpaid fees and other amounts accrued for the account of the resigning Issuing Bank and (B) cash collateralize Cash Collateralize or replace any existing Letters of Credit or cause a bank or other financial institution acceptable to the resigning Issuing Bank to issue backstop letters of credit (naming the resigning Issuing Bank as the beneficiary thereof and otherwise in form and substance satisfactory to the resigning Issuing Bank) in respect of existing Letters of Credit, in each case on terms satisfactory to the resigning Issuing Bank. From and after the effective date of any such resignation, (i) any successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of an Issuing Bank hereunder, the resigning Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit.

Resignation of Issuing Bank. An The Issuing Bank (i) may resign as Issuing Bank upon sixty or (60ii) shall resign if such resignation is requested by the Required Lenders (if the Issuing Bank is a Lender, the Issuing Bank's Loans and its Commitment shall be considered in determining whether the Required Lenders have requested such resignation) or required by Section 5.04(b), in either case of (i) or (ii) by giving not less than thirty (30) days’ ' prior written notice to Administrative Agent, Lenders and Borrower. At the time any such resignation shall become effective, Borrower shall (A) pay all unpaid fees and other amounts accrued for Company; provided that the account of the resigning Issuing Bank and (B) cash collateralize or replace any existing may only be replaced if all Letters of Credit have expired or cause been terminated or replaced. If the Issuing Bank shall resign under this Agreement, then either (a) the Required Lenders shall appoint from among the Lenders a bank or other financial institution acceptable successor Issuing Bank, subject to the resigning Issuing Bank consent of the Company (unless and until an Event of Default has occurred and is continuing after which no consent of the Company shall be required), such consent not to issue backstop letters of credit be unreasonably withheld, or (naming the resigning Issuing Bank as the beneficiary thereof and otherwise in form and substance satisfactory to the resigning Issuing Bankb) in respect of existing Letters of Credit, in each case on terms satisfactory to the resigning Issuing Bank. From and after the effective date of any such resignation, (i) any if a successor Issuing Bank shall have all not be so appointed and approved within the rights thirty (30) day period following such Issuing Bank's notice to the Lenders of its resignation, then such Issuing Bank shall appoint, with the consent of the Company (unless and obligations until an Event of Default has occurred and is continuing after which no consent of the Company shall be required), such consent not to be unreasonably withheld, a successor Issuing Bank, until such time as the Required Lenders appoint and the Company consents to the appointment of a successor Issuing Bank. Upon its appointment pursuant to either clause (a) or (b) above, such successor Issuing Bank shall succeed to the rights, powers and duties of such Issuing Bank and the term "Issuing Bank" shall mean such successor Issuing Bank, effective upon its appointment, and the former Issuing Bank's rights, powers and duties as Issuing Bank shall be terminated without any other or further act or deed on the part of such former Issuing Bank or any of the parties to this Agreement. After the resignation of the Issuing Bank hereunder, the provisions of Sections 2.10(i) and (j) and 12.03 shall inure to the benefit of such former Issuing Bank and such former Issuing Bank shall not by reason of such resignation be deemed to be released from liability for any actions taken or not taken by it while it was an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of an Issuing Bank hereunder, the resigning Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of CreditAgreement.

Resignation of Issuing Bank. An Any Issuing Bank may resign as an “Issuing Bank Bank” hereunder upon sixty (60) 30 days’ prior written notice to the Administrative Agent, the Lenders and the Borrower; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant Issuing Bank shall have identified a successor Issuing Bank reasonably acceptable to the Borrower willing to accept its appointment as successor Issuing Bank, and the effectiveness of such resignation shall be conditioned upon such successor assuming the rights and duties of the resigning Issuing Bank. In the event of any such resignation as Issuing Bank, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the resigning Issuing Bank except as expressly provided above. The Borrower may terminate the appointment of any Issuing Bank as an “Issuing Bank” hereunder by providing a written notice thereof to such Issuing Bank, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Issuing Bank acknowledging receipt of such notice and (ii) the third Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (or its Affiliates) shall have been reduced to zero. At the time any such resignation or termination shall become effective, the Borrower shall (A) pay all unpaid fees and other amounts accrued for the account of the resigning or terminated Issuing Bank and (B) cash collateralize or replace any existing Letters of Credit or cause a bank or other financial institution acceptable pursuant to Section 2.14(c). Notwithstanding the resigning Issuing Bank to issue backstop letters of credit (naming the resigning Issuing Bank as the beneficiary thereof and otherwise in form and substance satisfactory to the resigning Issuing Bank) in respect of existing Letters of Credit, in each case on terms satisfactory to the resigning Issuing Bank. From and after the effective date effectiveness of any such resignation, (i) any successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor resignation or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of an Issuing Bank hereundertermination, the resigning or terminated Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement resignation or resignationtermination, but shall not be required to issue any additional Letters of Credit or to extend, reinstate, or otherwise amend any then-existing Letter of Credit.

Resignation of Issuing Bank. An Notwithstanding anything to the contrary contained herein, any Issuing Bank may may, upon thirty days’ notice to the Borrower and the Revolving Lxxxxxx, resign as an Issuing Bank upon sixty (60) days’ Bank; provided that on or prior written notice to Administrative Agent, Lenders and Borrower. At the time any such resignation shall become effective, Borrower shall (A) pay all unpaid fees and other amounts accrued for the account of the resigning Issuing Bank and (B) cash collateralize or replace any existing Letters of Credit or cause a bank or other financial institution acceptable to the resigning Issuing Bank expiration of such 30-day period with respect to issue backstop letters of credit (naming the resigning Issuing Bank as the beneficiary thereof and otherwise in form and substance satisfactory to the resigning Issuing Bank) in respect of existing Letters of Credit, in each case on terms satisfactory to the resigning Issuing Bank. From and after the effective date of any such resignation, (i) any successor the relevant Issuing Bank shall have identified a successor Issuing Bank reasonably acceptable to the Borrower willing to accept its appointment as successor Issuing Bank hereunder. In the event of any such resignation of an Issuing Bank, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor Issuing Bank hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant Issuing Bank, except as expressly provided above. If an Issuing Bank resigns as an Issuing Bank, it shall retain all the rights and obligations of an Issuing Bank under this Agreement hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all Letter of Credit Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Letters of Credit pursuant to Section 2.04(c)). Upon the appointment by the Borrower of a successor Issuing Bank hereunder (which successor shall in all cases be issued thereafter a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous retiring Issuing Bank, shall be discharged from all of their respective duties and obligations hereunder or to such under the other Loan Documents, and (iii) the successor and all previous Issuing Banks, as the context shall require. After the resignation of an Issuing Bank hereunder, the resigning Issuing Bank shall remain a party hereto issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the extent that Letters of Credit issued by it remain outstanding and shall continue retiring Issuing Bank to have all effectively assume the rights and obligations of an the retiring Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit.. 188

Resignation of Issuing Bank. An Notwithstanding anything to the contrary contained herein, any Issuing Bank may may, upon thirty days’ notice to the Borrower and the Revolving Lxxxxxx, resign as an Issuing Bank upon sixty (60) days’ Bank; provided that on or prior written notice to Administrative Agent, Lenders and Borrower. At the time any such resignation shall become effective, Borrower shall (A) pay all unpaid fees and other amounts accrued for the account of the resigning Issuing Bank and (B) cash collateralize or replace any existing Letters of Credit or cause a bank or other financial institution acceptable to the resigning Issuing Bank expiration of such 30-day period with respect to issue backstop letters of credit (naming the resigning Issuing Bank as the beneficiary thereof and otherwise in form and substance satisfactory to the resigning Issuing Bank) in respect of existing Letters of Credit, in each case on terms satisfactory to the resigning Issuing Bank. From and after the effective date of any such resignation, (i) any successor the relevant Issuing Bank shall have identified a successor Issuing Bank reasonably acceptable to the Borrower willing to accept its appointment as successor Issuing Bank hereunder. In the event of any such resignation of an Issuing Bank, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor Issuing Bank hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant Issuing Bank, except as expressly provided above. If an Issuing Bank resigns as an Issuing Bank, it shall retain all the rights and obligations of an Issuing Bank under this Agreement hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all Letter of Credit Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Letters of Credit pursuant to Section 2.04(c)). Upon the appointment by the Borrower of a successor Issuing Bank hereunder (which successor shall in all cases be issued thereafter a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous retiring Issuing Bank, shall be discharged from all of their respective duties and obligations hereunder or to such under the other Loan Documents, and (iii) the successor and all previous Issuing Banks, as the context shall require. After the resignation of an Issuing Bank hereunder, the resigning Issuing Bank shall remain a party hereto issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the extent that Letters of Credit issued by it remain outstanding and shall continue retiring Issuing Bank to have all effectively assume the rights and obligations of an the retiring Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit.

Resignation of Issuing Bank. An Notwithstanding anything to the contrary contained herein, any Issuing Bank may resign as Issuing Bank may, upon sixty thirty (6030) days’ prior written notice to Administrative Agentthe Borrower and the Revolving Lenders, Lenders and Borrower. At the time any such resignation shall become effective, Borrower shall (A) pay all unpaid fees and other amounts accrued for the account of the resigning resign as an Issuing Bank and (B) cash collateralize Bank; provided that on or replace any existing Letters of Credit or cause a bank or other financial institution acceptable prior to the resigning Issuing Bank expiration of such 30-day period with respect to issue backstop letters of credit (naming the resigning Issuing Bank as the beneficiary thereof and otherwise in form and substance satisfactory to the resigning Issuing Bank) in respect of existing Letters of Credit, in each case on terms satisfactory to the resigning Issuing Bank. From and after the effective date of any such resignation, (i) any successor the relevant Issuing Bank shall have identified a successor Issuing Bank reasonably acceptable to the Borrower willing to accept its appointment as successor Xxxxxxx Bank hereunder. In the event of any such resignation of an Issuing Bank, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor Issuing Bank hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant Issuing Bank, except as expressly provided above. If an Issuing Bank resigns as an Issuing Bank, it shall retain all the rights and obligations of an Issuing Bank under this Agreement hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all Letter of Credit Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Letters of Credit pursuant to Section 2.04(c)). Upon the appointment by the Borrower of a successor Issuing Bank hereunder (which successor shall in all cases be issued thereafter a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of an Issuing Bank hereunder, the resigning retiring Issuing Bank shall remain a party hereto be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the extent that Letters of Credit issued by it remain outstanding and shall continue retiring Issuing Bank to have all effectively assume the rights and obligations of an the retiring Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit.

Resignation of Issuing Bank. An Any Issuing Bank may resign as an “Issuing Bank Bank” hereunder upon sixty thirty (6030) days’ prior written notice to the Administrative Agent, the Lenders and the Borrower; provided that on or prior to the expiration of such thirty (30)-day period with respect to such resignation, the relevant Issuing Bank shall have identified a successor Issuing Bank reasonably acceptable to the Borrower willing to accept its appointment as successor Issuing Bank, and the effectiveness of such resignation shall be conditioned upon such successor assuming the rights and duties of the resigning Issuing Bank. In the event of any such resignation as Issuing Bank, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the resigning Issuing Bank except as expressly provided above. The Borrower may terminate the appointment of any Issuing Bank as an “Issuing Bank” hereunder by providing a written notice thereof to such Issuing Bank, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Issuing Bank acknowledging receipt of such notice and (ii) the third (3rd) Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (or its Affiliates) shall have been reduced to zero (0). At the time any such resignation or termination shall become effective, the Borrower shall (A) pay all unpaid fees and other amounts accrued for the account of the resigning or terminated Issuing Bank and (B) cash collateralize or replace any existing Letters of Credit or cause a bank or other financial institution acceptable pursuant to Section 2.13(c). Notwithstanding the resigning Issuing Bank to issue backstop letters of credit (naming the resigning Issuing Bank as the beneficiary thereof and otherwise in form and substance satisfactory to the resigning Issuing Bank) in respect of existing Letters of Credit, in each case on terms satisfactory to the resigning Issuing Bank. From and after the effective date effectiveness of any such resignation, (i) any successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor resignation or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of an Issuing Bank hereundertermination, the resigning or terminated Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement resignation or resignationtermination, but shall not be required to issue any additional Letters of Credit or to extend, reinstate, or otherwise amend any then-existing Letter of Credit.

Resignation of Issuing Bank. An The Issuing Bank may resign as Issuing Bank upon sixty (60) at any time by giving 60 days’ ' prior written notice to the Administrative Agent, the Lenders and the Borrower. Subject to the next succeeding paragraph, upon the acceptance of any appointment as the Issuing Bank hereunder by a successor Issuing Bank, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Issuing Bank and the retiring Issuing Bank shall be discharged from its obligations to amend, renew or extend existing Letters of Credit or to issue additional Letters of Credit hereunder. At the time any such removal or resignation shall become effective, the Borrower shall (A) pay all accrued and unpaid fees and other amounts accrued for owed to the account of the resigning Issuing Bank pursuant to Sections 2.05(b) and (B) cash collateralize or replace c). The acceptance of any existing Letters of Credit or cause a bank or other financial institution acceptable to appointment as the resigning Issuing Bank to issue backstop letters of credit (naming the resigning Issuing Bank as the beneficiary thereof and otherwise in form and substance satisfactory to the resigning Issuing Bank) in respect of existing Letters of Credithereunder by a successor Lender shall be evidenced by a written agreement entered into by such successor, in each case on terms satisfactory to the resigning Issuing Bank. From and, from and after the effective date of any such resignationagreement, (i) any such successor Issuing Bank shall have all the rights and obligations of an the previous Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “"Issuing Bank” " shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation or removal of an a Issuing Bank hereunder, the resigning retiring Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an a Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit amended, renewed, extended or issued by it prior to such replacement resignation or resignationremoval, but shall not be required to issue additional Letters of Credit.