Common use of Resignation of Issuing Bank Clause in Contracts

Resignation of Issuing Bank. Any Issuing Bank may resign 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 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 pay all unpaid fees accrued for the account of the resigning or terminated Issuing Bank pursuant to Section 2.12(c). Notwithstanding the effectiveness of any such resignation or termination, the resigning or terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or termination, 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. Any Notwithstanding anything to the contrary contained herein, any Issuing Bank may may, upon thirty days’ notice to the Borrower and the Revolving ▇▇▇▇▇▇▇, resign 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 BankBank hereunder. In the event of any such resignation as 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 resigning relevant Issuing Bank except as expressly provided above. The Borrower may terminate the appointment of any If an Issuing Bank resigns as an “Issuing Bank” hereunder by providing a written notice thereof to such 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 fund risk participations in Letters of Credit pursuant to Section 2.04(c)). Upon the appointment by the Borrower of a copy to the Administrative Agent. Any such termination successor Issuing Bank hereunder (which successor shall become effective upon the earlier of in all cases be 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 acknowledging receipt of such notice and Bank, (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 pay all unpaid fees accrued for the account of the resigning or terminated Issuing Bank pursuant to Section 2.12(c). Notwithstanding the effectiveness of any such resignation or termination, the resigning or terminated retiring Issuing Bank shall remain a party hereto be discharged from all of their respective duties and shall continue to have all obligations hereunder or under the rights of an other Loan Documents, and (iii) the successor Issuing Bank under this Agreement 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 retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit issued by it prior to such resignation or termination, 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. Any An Issuing Bank may resign as an “Issuing Bank” hereunder Bank upon 30 sixty (60) 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 pursuant and (B) cash collateralize or replace any existing Letters of Credit or cause a bank or other financial institution acceptable to Section 2.12(c)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. Notwithstanding From and after the effectiveness 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 or terminationof an Issuing Bank hereunder, 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 resignation replacement or terminationresignation, 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. Any Notwithstanding anything to the contrary contained herein, any Issuing Bank may may, upon thirty days’ notice to the Borrower and the Revolving L▇▇▇▇▇▇, resign 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 BankBank hereunder. In the event of any such resignation as 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 resigning relevant Issuing Bank Bank, except as expressly provided above. The Borrower may terminate the appointment of any If an Issuing Bank resigns as an “Issuing Bank” hereunder by providing a written notice thereof to such 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 fund risk participations in Letters of Credit pursuant to Section 2.04(c)). Upon the appointment by the Borrower of a copy to the Administrative Agent. Any such termination successor Issuing Bank hereunder (which successor shall become effective upon the earlier of in all cases be 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 acknowledging receipt of such notice and Bank, (ii) the third Business Day following retiring Issuing Bank, shall be discharged from all of their respective duties and obligations hereunder or under the date of other Loan Documents, and (iii) 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 pay all unpaid fees accrued for the account of the resigning or terminated Issuing Bank pursuant to Section 2.12(c). Notwithstanding the effectiveness of any such resignation or termination, the resigning or terminated successor Issuing Bank shall remain a party hereto and shall continue 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 have all the rights of an retiring Issuing Bank under this Agreement to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit issued by it prior to such resignation or termination, 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. Any The Issuing Bank may resign as an “Issuing Bank” hereunder upon 30 days’ at any time by giving sixty (60) days prior written notice thereof 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 TransTechnology. Upon any such resignation, the relevant 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 identified a successor 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 reasonably acceptable to may, on behalf of the Borrower willing to accept its appointment as 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 effectiveness of such resignation other Loan Documents shall be conditioned upon such successor assuming the rights and duties of the resigning Issuing Bank. In the event continue in effect for its benefit in respect of any such resignation actions taken or omitted to be taken by it while it was acting 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 pay all unpaid fees accrued for the account of the resigning or terminated Issuing Bank pursuant to Section 2.12(c). Notwithstanding the effectiveness of any such resignation or termination, the resigning or terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or termination, 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. Any Issuing Bank may resign as an “Issuing Bank” hereunder upon 30 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 30-day 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 zerozero (0). At the time any such resignation or termination shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the resigning or terminated Issuing Bank pursuant to Section 2.12(c). Notwithstanding the effectiveness of any such resignation or termination, the resigning or terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or termination, 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.the

Resignation of Issuing Bank. Any Notwithstanding anything to the contrary contained herein, any Issuing Bank may may, upon thirty (30) days’ notice to the Borrower and the Revolving Lenders, resign 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▇▇▇▇▇▇▇ Bank hereunder. In the event of any such resignation as 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 resigning relevant Issuing Bank Bank, except as expressly provided above. The Borrower may terminate the appointment of any If an Issuing Bank resigns as an “Issuing Bank” hereunder by providing a written notice thereof to such 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 fund risk participations in Letters of Credit pursuant to Section 2.04(c)). Upon the appointment by the Borrower of a copy to the Administrative Agent. Any such termination successor Issuing Bank hereunder (which successor shall become effective upon the earlier of in all cases be 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 acknowledging receipt of such notice and Bank, (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 pay all unpaid fees accrued for the account of the resigning or terminated Issuing Bank pursuant to Section 2.12(c). Notwithstanding the effectiveness of any such resignation or termination, the resigning or terminated retiring Issuing Bank shall remain a party hereto be discharged from all of their respective duties and shall continue to have all obligations hereunder or under the rights of an other Loan Documents, and (iii) the successor Issuing Bank under this Agreement 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 retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit issued by it prior to such resignation or termination, 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. Any Issuing Bank may resign 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 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 pay all unpaid fees accrued for the account of the resigning or terminated Issuing Bank pursuant to Section 2.12(c2.14(c). Notwithstanding the effectiveness of any such resignation or termination, the resigning or terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or termination, 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. Any Notwithstanding anything to the contrary contained herein, any Issuing Bank may may, upon thirty days’ notice to the Borrower and the Revolving ▇▇▇▇▇▇▇, resign 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 BankBank hereunder. In the event of any such resignation as 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 resigning relevant Issuing Bank Bank, except as expressly provided above. The Borrower may terminate the appointment of any If an Issuing Bank resigns as an “Issuing Bank” hereunder by providing a written notice thereof to such 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 fund risk participations in Letters of Credit pursuant to Section 2.04(c)). Upon the appointment by the Borrower of a copy to the Administrative Agent. Any such termination successor Issuing Bank hereunder (which successor shall become effective upon the earlier of in all cases be 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 acknowledging receipt of such notice and Bank, (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 pay all unpaid fees accrued for the account of the resigning or terminated Issuing Bank pursuant to Section 2.12(c). Notwithstanding the effectiveness of any such resignation or termination, the resigning or terminated retiring Issuing Bank shall remain a party hereto be discharged from all of their respective duties and shall continue to have all obligations hereunder or under the rights of an other Loan Documents, and (iii) the successor Issuing Bank under this Agreement 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 retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit issued by it prior to such resignation or termination, 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. Any Notwithstanding anything to the contrary contained herein, any Issuing Bank may may, upon thirty days’ notice to the Borrower and the Revolving L▇▇▇▇▇▇, resign 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 BankBank hereunder. In the event of any such resignation as 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 resigning relevant Issuing Bank except as expressly provided above. The Borrower may terminate the appointment of any If an Issuing Bank resigns as an “Issuing Bank” hereunder by providing a written notice thereof to such 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 fund risk participations in Letters of Credit pursuant to Section 2.04(c)). Upon the appointment by the Borrower of a copy to the Administrative Agent. Any such termination successor Issuing Bank hereunder (which successor shall become effective upon the earlier of in all cases be 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 acknowledging receipt of such notice and Bank, (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 pay all unpaid fees accrued for the account of the resigning or terminated Issuing Bank pursuant to Section 2.12(c). Notwithstanding the effectiveness of any such resignation or termination, the resigning or terminated retiring Issuing Bank shall remain a party hereto be discharged from all of their respective duties and shall continue to have all obligations hereunder or under the rights of an other Loan Documents, and (iii) the successor Issuing Bank under this Agreement 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 retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit issued by it prior to such resignation or termination, 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. Any The Issuing Bank may resign as an “Issuing Bank” hereunder Bank upon 30 days’ thirty (30) 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; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant Administrative Agent, the replaced Issuing Bank (provided, that the replaced Issuing Bank shall have identified a successor not be required to execute or deliver any written agreement if the replaced Issuing Bank reasonably acceptable to has no Letters of Credit or reimbursement obligations with respect thereto outstanding; provided, further, that the Borrower willing to accept its appointment as 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, and . The Administrative Agent shall notify the effectiveness of such resignation shall be conditioned upon such successor assuming the rights and duties of the resigning Issuing Bank. In the event Lenders 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 replacement 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 replacement or resignation or termination shall become effective, the Borrower shall (i) pay all unpaid fees and other amounts accrued for the account of the resigning or terminated replaced Issuing Bank pursuant and (ii) Cash Collateralize or replace any existing Letters of Credit or cause a bank or other financial institution reasonably acceptable to Section 2.12(c)the 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. Notwithstanding From and after the effectiveness 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 or terminationof an Issuing Bank hereunder, the resigning or terminated 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 resignation replacement or terminationresignation, 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. Any 4.1 Effective as of the Amendment Effective Date, BNP Paribas, in its capacity as an Issuing Bank may resign (the “Resigning Issuing Bank”) hereby resigns as an Issuing Bank under the Credit Agreement and the other Loan Documents and shall have no further obligations in such capacity under the Credit Agreement and the other Loan Documents, except (a) to the extent of any obligation expressly stated in the Credit Agreement or other Loan Documents as surviving the resignation in such capacity (if any) and (b) with respect to the Letter of Credit issued by the Resigning Issuing Bank that is outstanding on the Amendment Effective Date (as set forth on Exhibit A hereto, the “Residual Letter of Credit”), which, until such Residual Letter of Credit is replaced, terminated or otherwise expired, shall remain the obligation of the Resigning Issuing Bank in accordance with its terms (in each case, without giving effect to any provisions of such Residual Letter of Credit that require, or otherwise give the Borrowers or any Subsidiary or beneficiary the right to obtain (whether automatically or by notice or agreement), any extension or renewal of such Residual Letter of Credit). 4.2 Notwithstanding anything to the contrary set forth in Section 2.05(i), the parties hereto hereby confirm that the Resigning Issuing Bank is discharged from all of its duties and obligations as an Issuing Bank under the Credit Agreement and the other Loan Documents (except (i) to the extent of any obligation expressly stated in the Credit Agreement or other Loan Document as surviving the resignation in such capacity (if any) and (ii) with respect to the Residual Letter of Credit, which, until such Residual Letter of Credit is replaced, terminated or otherwise expired, shall remain the obligation of the Resigning Issuing Bank in accordance with its terms (in each case, without giving effect to any provisions of such Residual Letter of Credit that require, or otherwise give the Borrowers or any Subsidiary or beneficiary the right to obtain (whether automatically or by notice or agreement), any extension or renewal of such Residual Letter of Credit). 4.3 The Borrowers and the Resigning Issuing Bank hereby agree that the Residual Letter of Credit shall not be extended or renewed (whether automatically or by notice or agreement) beyond the stated expiration date as in effect on the Amendment Effective Date. 4.4 The parties hereto acknowledge and agree that, notwithstanding anything to the contrary set forth in this Agreement, the Credit Agreement or the other Loan Documents, until the Residual Letter of Credit is replaced, terminated or otherwise expired, (a) the Residual Letter of Credit shall continue to constitute a “Letter of Credit” under and as defined in the Credit Agreement and shall be subject to the terms and conditions of Section 2.05 and (b) the Resigning Issuing Bank shall continue to constitute an “Issuing Bank” hereunder upon 30 days’ prior written notice to under and as defined in the Administrative AgentCredit Agreement, the Lenders and the Borrower; provided that on or prior to the expiration of such 30-day period solely with respect to such resignation, the relevant Issuing Bank shall have identified a successor Issuing Bank reasonably acceptable to Residual Letter of Credit. Without limiting 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 generality of the resigning Issuing Bank. In the event of any such resignation as Issuing Bankforegoing, 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 each Lender (for the avoidance of such notice doubt, excluding the Exiting Lender and including the New Lenders) shall have a participation in the Residual Letter of Credit pursuant to Section 2.05(d) and (ii) the third Business Day following Borrowers and each Lender (for the date avoidance of doubt, excluding the delivery thereof; provided that no such termination shall become effective until Exiting Lender and unless including the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (or its AffiliatesNew Lenders) shall have been reduced be subject to zero. At the time any such resignation or termination shall become effective, the Borrower shall pay all unpaid fees accrued for the account reimbursement obligations of the resigning or terminated Issuing Bank pursuant to Section 2.12(c). Notwithstanding the effectiveness of any such resignation or termination, the resigning or terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this Agreement 2.05(e) with respect to any LC Disbursements in respect of the Residual Letters of Credit issued by it prior to such resignation or termination, 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. Any The Issuing Bank may resign 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 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 the Issuing Bank as an “Issuing Bank” hereunder by providing a written notice thereof to such the Issuing Bank, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such 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 such 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 pay all unpaid fees accrued for the account of the resigning or terminated Issuing Bank pursuant to Section 2.12(c). Notwithstanding the effectiveness of any such resignation or termination, the resigning or terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or termination, 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. Any Issuing Bank may resign as an “Issuing Bank” hereunder upon 30 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 30-day 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 zerozero (0). At the time any such resignation or termination shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the resigning or terminated Issuing Bank pursuant to Section 2.12(c2.13(c). Notwithstanding the effectiveness of any such resignation or termination, the resigning or terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or termination, 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. Any The Issuing Bank (i) may resign as an “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” hereunder upon 30 '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 the Administrative Agent, the Lenders and the BorrowerCompany; provided that on the Issuing Bank may only be replaced if all Letters of Credit have expired or prior to been terminated or replaced. If 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 resign under this Agreement, then either (a) the Borrower willing to accept its appointment as successor Issuing Bank, and the effectiveness of such resignation Required Lenders 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, 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 hereunder; provided that shall not be so appointed and approved within the 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 until an Event of Default has occurred and is continuing after which no failure by consent of the Borrower Company shall be required), such consent not to be unreasonably withheld, a successor Issuing Bank, until such time as the Required Lenders appoint any 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 affect 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 resigning Issuing Bank except as expressly provided above. The Borrower may terminate hereunder, the appointment provisions of any Sections 2.10(i) and (j) and 12.03 shall inure to the benefit of such former Issuing Bank as an “Issuing Bank” hereunder by providing a written notice thereof to and 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 pay all unpaid fees accrued for the account of the resigning or terminated Issuing Bank pursuant to Section 2.12(c). Notwithstanding the effectiveness of any such resignation or termination, the resigning or terminated former Issuing Bank shall remain a party hereto and shall continue not by reason of such resignation be deemed to have all the rights of 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 issued by it prior to such resignation or termination, but shall not be required to issue any additional Letters of Credit or to extend, reinstate, or otherwise amend any then-existing Letter of CreditAgreement.

Resignation of Issuing Bank. Any The Issuing Bank may resign 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 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 the Issuing Bank as an “Issuing Bank” hereunder by providing a written notice thereof to such the Issuing Bank, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such 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 such 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 pay all unpaid fees accrued for the account of the resigning or terminated Issuing Bank pursuant to Section 2.12(c2.14(c). Notwithstanding the effectiveness of any such resignation or termination, the resigning or terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or termination, 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. Any The Issuing Bank may resign as an “Issuing Bank” hereunder upon 30 at any time by giving 60 days’ ' prior written notice to the Administrative Agent, the Lenders and the Borrower; provided that on or prior . Subject to the expiration next succeeding paragraph, upon the acceptance of such 30-day period with respect to such resignation, any appointment as the relevant Issuing Bank shall have identified hereunder by 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 succeed to and become vested with all the resignation interests, rights and obligations of the resigning retiring Issuing Bank except as expressly provided above. The Borrower may terminate and the appointment of any retiring Issuing Bank as an “Issuing Bank” hereunder by providing a written notice thereof shall be discharged from its obligations to such Issuing Bankamend, 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 renew or extend existing Letters of Credit issued by such Issuing Bank (or its Affiliates) shall have been reduced to zeroissue additional Letters of Credit hereunder. At the time any such removal or resignation or termination shall become effective, the Borrower shall pay all accrued and unpaid fees accrued for owed to the account of the resigning or terminated Issuing Bank pursuant to Section 2.12(cSections 2.05(b) and (c). Notwithstanding the effectiveness 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 of the previous Issuing Bank under this 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 terminationremoval of a Issuing Bank hereunder, the resigning or terminated retiring Issuing Bank shall remain a party hereto 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 resignation or terminationremoval, 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.