Common use of Resignation of Issuing Bank Clause in Contracts

Resignation of Issuing Bank. The Issuing Bank may resign at any time by giving sixty (60) days prior written notice thereof to the Lenders and TransTechnology. Upon any such resignation, 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, powers, privileges, duties and obligations of the retiring Issuing 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 in a manner satisfactory to the Majority Lenders, the retiring Issuing Bank shall 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 be taken by it while it was acting as Issuing Bank.

Resignation of Issuing Bank. The An Issuing Bank may resign at any time by giving as Issuing Bank upon sixty (60) days days’ prior written notice thereof 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 Lenders resigning Issuing Bank to issue backstop letters of credit (naming the resigning Issuing Bank as the beneficiary thereof and TransTechnologyotherwise 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. Upon From and after the effective date of any such resignation, 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 (i) any successor Issuing Bank shall have been so appointed by all the Majority Lenders rights and shall have accepted such appointment within thirty obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (30ii) days after references herein to the retiring term “Issuing Bank's giving of notice of resignation, then the retiring Issuing Bank may, on behalf of the Lenders, appoint a ” shall be deemed to refer to such successor or to any previous Issuing Bank, which or to such successor and all previous Issuing Banks, as the context shall be a financial institution having a rating require. After the resignation of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as an Issuing Bank hereunder by a successor Issuing Bankhereunder, such successor the resigning Issuing Bank shall thereupon succeed remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and become vested with shall continue to have all the rights, powers, privileges, duties rights and obligations of the retiring an Issuing Bank, and, after arranging for the replacement of, reissuance of or issuance of back-up Bank under this Agreement with respect to Letters of Credit with respect issued by it prior to all outstanding such replacement or resignation, but shall not be required to issue additional Letters of Credit in a manner satisfactory to the Majority Lenders, the retiring Issuing Bank shall 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 be taken by it while it was acting as Issuing BankCredit.

Resignation of Issuing Bank. The Notwithstanding anything to the contrary contained herein, any Issuing Bank may resign at any time by giving sixty (60) days prior written may, upon thirty days’ notice thereof to the Lenders Borrower and TransTechnology. Upon any the Revolving Xxxxxxx, resign as an Issuing Bank; provided that on or prior to the expiration of such 30-day period with respect to such resignation, 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 relevant 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 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, which the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a financial institution having a rating successor Issuing Bank hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of not less than A 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 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 its equivalent by Standard & Poor's Corporationfund risk participations in Letters of Credit pursuant to Section 2.04(c)). Upon the acceptance appointment by the Borrower of any appointment as a successor Issuing Bank hereunder by (which successor shall in all cases be a successor Issuing BankLender other than a Defaulting Lender), (i) such successor Issuing Bank shall thereupon succeed to and become vested with all of the rights, powers, privileges, privileges and duties and obligations of the retiring Issuing 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 in a manner satisfactory to the Majority Lenders, (ii) the retiring Issuing Bank shall be discharged from its all of their respective duties and obligations hereunder. After any retiring Issuing Bank's resignation, the provisions of this Credit Agreement and hereunder or under the other Loan Documents Documents, and (iii) the successor Issuing Bank shall continue issue letters of credit in effect substitution for its benefit in the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of any actions taken or omitted to be taken by it while it was acting as Issuing BankCredit.

Resignation of Issuing Bank. The Issuing Bank may resign at as “Issuing Bank” hereunder upon 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 time 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 giving sixty (60) days prior 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 Lenders 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 TransTechnology(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. Upon At the time any such resignationresignation or termination shall become effective, the Majority Lenders Borrower shall have pay all unpaid fees accrued for the right account of the resigning or terminated Issuing Bank pursuant to appoint a successor Issuing BankSection 2.14(c). Unless a Default Notwithstanding the effectiveness of any such resignation or Event of Default shall have occurred and be continuingtermination, such successor the resigning or terminated Issuing Bank shall be reasonably acceptable remain a party hereto and shall continue to TransTechnology. If no successor have all the rights of an 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 under this Agreement with respect to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Issuing Bank, and, after arranging for the replacement of, reissuance of or issuance of back-up Letters of Credit with respect issued by it prior to all outstanding such resignation or termination, but shall not be required to issue any additional Letters of Credit in a manner satisfactory or to the Majority Lendersextend, the retiring Issuing Bank shall be discharged from its duties and obligations hereunder. After reinstate, or otherwise amend any retiring Issuing Bank's resignation, the provisions then-existing Letter 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 be taken by it while it was acting as Issuing BankCredit.

Resignation of Issuing Bank. The Issuing Bank (i) may resign at any time as Issuing Bank or (ii) 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 sixty not less than thirty (6030) days days' prior written notice thereof to the Company; provided that the Issuing Bank may only be replaced if all Letters of Credit have expired or 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 successor Issuing Bank, subject to the 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 be unreasonably withheld, or (b) if a successor Issuing Bank shall not be so appointed and approved within the thirty (30) day period following such Issuing Bank's notice to the Lenders and TransTechnology. Upon any such of its resignation, then such Issuing Bank shall appoint, with the Majority 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 be unreasonably withheld, a successor Issuing Bank, until such time as the Required Lenders shall have appoint and the right Company consents to appoint the appointment of a successor Issuing Bank. Unless a Default Upon its appointment pursuant to either clause (a) or Event of Default shall have occurred and be continuing(b) above, such successor Issuing Bank shall be reasonably acceptable succeed to TransTechnology. If no successor the rights, powers and duties of such Issuing Bank shall have been so appointed by and the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring term "Issuing Bank's giving of notice of resignation, then the retiring Issuing Bank may, on behalf of the Lenders, appoint a " shall mean such successor Issuing Bank, which shall be a financial institution having a rating of not less than A or effective upon its equivalent by Standard & Poor's Corporation. Upon appointment, and the acceptance of any appointment as Issuing Bank hereunder by a successor former Issuing Bank, such successor Issuing Bank shall thereupon succeed to and become vested with all the 's rights, powers, privileges, powers and duties and obligations of the retiring Issuing 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 in a manner satisfactory to the Majority Lenders, the retiring as Issuing Bank shall be discharged from its duties and obligations hereunderterminated 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 any retiring the resignation of the Issuing Bank's resignationBank hereunder, the provisions of this Credit Agreement Sections 2.10(i) and (j) and 12.03 shall inure to the other Loan Documents benefit of such former Issuing Bank and such former Issuing Bank shall continue in effect not by reason of such resignation be deemed to be released from liability for its benefit in respect of any actions taken or omitted to be not taken by it while it was acting as an Issuing BankBank under this Agreement.

Resignation of Issuing Bank. The Notwithstanding anything to the contrary contained herein, any Issuing Bank may resign at any time by giving sixty (60) days prior written may, upon thirty days’ notice thereof to the Lenders Borrower and TransTechnology. Upon any the Revolving Lxxxxxx, resign as an Issuing Bank; provided that on or prior to the expiration of such 30-day period with respect to such resignation, 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 relevant 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 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, which the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a financial institution having a rating successor Issuing Bank hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of not less than A 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 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 its equivalent by Standard & Poor's Corporationfund risk participations in Letters of Credit pursuant to Section 2.04(c)). Upon the acceptance appointment by the Borrower of any appointment as a successor Issuing Bank hereunder by (which successor shall in all cases be a successor Issuing BankLender other than a Defaulting Lender), (i) such successor Issuing Bank shall thereupon succeed to and become vested with all of the rights, powers, privileges, privileges and duties and obligations of the retiring Issuing Bank, and(ii) the retiring Issuing Bank, after arranging shall 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 replacement of, reissuance of or issuance of back-up Letters of Credit with respect to all Credit, if any, outstanding Letters at the time of Credit in a manner such succession or make other arrangements satisfactory to the Majority Lenders, the retiring Issuing Bank shall be discharged from its duties and to effectively assume the obligations hereunder. After any of the retiring Issuing Bank's resignation, the provisions Bank with respect to such Letters 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 be taken by it while it was acting as Issuing Bank.Credit. 188

Resignation of Issuing Bank. The Notwithstanding anything to the contrary contained herein, any Issuing Bank may resign at any time by giving sixty (60) days prior written may, upon thirty days’ notice thereof to the Lenders Borrower and TransTechnology. Upon any the Revolving Xxxxxxx, resign as an Issuing Bank; provided that on or prior to the expiration of such 30-day period with respect to such resignation, 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 relevant 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 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, which the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a financial institution having a rating successor Issuing Bank hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of not less than A 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 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 its equivalent by Standard & Poor's Corporationfund risk participations in Letters of Credit pursuant to Section 2.04(c)). Upon the acceptance appointment by the Borrower of any appointment as a successor Issuing Bank hereunder by (which successor shall in all cases be a successor Issuing BankLender other than a Defaulting Lender), (i) such successor Issuing Bank shall thereupon succeed to and become vested with all of the rights, powers, privileges, privileges and duties and obligations of the retiring Issuing 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 in a manner satisfactory to the Majority Lenders, (ii) the retiring Issuing Bank shall be discharged from its all of their respective duties and obligations hereunder. After any retiring Issuing Bank's resignation, the provisions of this Credit Agreement and hereunder or under the other Loan Documents Documents, and (iii) the successor Issuing Bank shall continue issue letters of credit in effect substitution for its benefit in the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank 230 to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of any actions taken or omitted to be taken by it while it was acting as Issuing BankCredit.

Resignation of Issuing Bank. The Issuing Bank may resign at any time by giving sixty as an Issuing Bank upon thirty (6030) days prior written notice thereof to the Administrative Agent, the Lenders and TransTechnologyBorrower. Upon 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 resignation, written agreement by the Majority Lenders shall have parties thereto) and the right to appoint a successor Issuing Bank. Unless a Default The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Bank. At the time any such replacement or Event resignation shall become effective, the Borrower shall (i) pay all unpaid fees and other amounts accrued for the account of Default shall have occurred and be continuing, such successor the replaced Issuing Bank shall be and (ii) Cash Collateralize or replace any existing Letters of Credit or cause a bank or other financial institution reasonably acceptable to TransTechnologythe replaced Issuing Bank to issue backstop letters of credit (naming the replaced Issuing Bank as the beneficiary thereof and otherwise in form and substance satisfactory to the replaced Issuing Bank) in respect of existing Letters of Credit, in each case on terms satisfactory to the replaced Issuing Bank. If no From and after the effective date of any such replacement or resignation, (i) any successor Issuing Bank shall have been so appointed by all the Majority Lenders rights and shall have accepted such appointment within thirty obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (30ii) days after references herein to the retiring term “Issuing Bank's giving of notice of resignation, then the retiring Issuing Bank may, on behalf of the Lenders, appoint a ” shall be deemed to refer to such successor or to any previous Issuing Bank, which or to such successor and all previous Issuing Banks, as the context shall be a financial institution having a rating require. After the replacement or resignation of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as an Issuing Bank hereunder by a successor Issuing Bankhereunder, such successor the replaced Issuing Bank shall thereupon succeed remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and become vested with shall continue to have all the rights, powers, privileges, duties rights and obligations of the retiring an Issuing Bank, and, after arranging for the replacement of, reissuance of or issuance of back-up Bank under this Agreement with respect to Letters of Credit with respect issued by it prior to all outstanding such replacement or resignation, but shall not be required to issue additional Letters of Credit in a manner satisfactory to the Majority Lenders, the retiring Issuing Bank shall 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 be taken by it while it was acting as Issuing BankCredit.

Resignation of Issuing Bank. The Any Issuing Bank may resign at as an “Issuing Bank” hereunder upon 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 time 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 giving sixty (60) days prior 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 Lenders Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Issuing Bank acknowledging receipt of such notice and TransTechnology(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. Upon At the time any such resignationresignation or termination shall become effective, the Majority Lenders Borrower shall have pay all unpaid fees accrued for the right account of the resigning or terminated Issuing Bank pursuant to appoint a successor Issuing BankSection 2.14(c). Unless a Default Notwithstanding the effectiveness of any such resignation or Event of Default shall have occurred and be continuingtermination, such successor the resigning or terminated Issuing Bank shall be reasonably acceptable remain a party hereto and shall continue to TransTechnology. If no successor have all the rights of an 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 under this Agreement with respect to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Issuing Bank, and, after arranging for the replacement of, reissuance of or issuance of back-up Letters of Credit with respect issued by it prior to all outstanding such resignation or termination, but shall not be required to issue any additional Letters of Credit in a manner satisfactory or to the Majority Lendersextend, the retiring Issuing Bank shall be discharged from its duties and obligations hereunder. After reinstate, or otherwise amend any retiring Issuing Bank's resignation, the provisions then-existing Letter 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 be taken by it while it was acting as Issuing BankCredit.

Resignation of Issuing Bank. The Issuing Bank may resign at any time by giving sixty (60) days 60 days' prior written notice thereof to the Administrative Agent, the Lenders and TransTechnologythe Borrower. Upon any such resignationSubject to the next succeeding paragraph, 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 upon the acceptance of any appointment as the Issuing Bank hereunder by a successor Issuing Bank, such successor Issuing Bank shall thereupon succeed to and become vested with all the rightsinterests, powers, privileges, duties rights and obligations of the retiring Issuing 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 in a manner satisfactory to the Majority Lenders, Bank and the retiring Issuing Bank shall be discharged from its duties obligations to amend, renew or extend existing Letters of Credit or to issue additional Letters of Credit hereunder. At the time such removal or resignation shall become effective, the Borrower shall pay all accrued and unpaid fees owed to the Issuing Bank pursuant to Sections 2.05(b) and (c). The acceptance of any appointment as the Issuing Bank hereunder by a successor Lender shall be evidenced by a written agreement entered into by such successor, and, from and after the effective date of such agreement, (i) such successor Issuing Bank shall have all the rights and obligations hereunder. After any retiring of the previous Issuing Bank's resignation, the provisions of Bank under this Credit Agreement 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 a Issuing Bank hereunder, the retiring Issuing Bank shall remain a party hereto and shall continue in effect for its benefit in to have all the rights and obligations of a Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of any actions taken Credit amended, renewed, extended or omitted to be taken issued by it while it was acting as Issuing Bankprior to such resignation or removal, but shall not be required to issue additional Letters of Credit.

Resignation of Issuing Bank. The Any Issuing Bank may resign at as an “Issuing Bank” hereunder upon thirty (30) 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 time 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 giving sixty (60) days prior 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 Lenders Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Issuing Bank acknowledging receipt of such notice and TransTechnology(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). Upon At the time any such resignationresignation or termination shall become effective, the Majority Lenders Borrower shall have pay all unpaid fees accrued for the right account of the resigning or terminated Issuing Bank pursuant to appoint a successor Issuing BankSection 2.13(c). Unless a Default Notwithstanding the effectiveness of any such resignation or Event of Default shall have occurred and be continuingtermination, such successor the resigning or terminated Issuing Bank shall be reasonably acceptable remain a party hereto and shall continue to TransTechnology. If no successor have all the rights of an 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 under this Agreement with respect to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Issuing Bank, and, after arranging for the replacement of, reissuance of or issuance of back-up Letters of Credit with respect issued by it prior to all outstanding such resignation or termination, but shall not be required to issue any additional Letters of Credit in a manner satisfactory or to the Majority Lendersextend, the retiring Issuing Bank shall be discharged from its duties and obligations hereunder. After reinstate, or otherwise amend any retiring Issuing Bank's resignation, the provisions then-existing Letter 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 be taken by it while it was acting as Issuing BankCredit.