Common use of Successor Administrative Agent or Collateral Agent Clause in Contracts

Successor Administrative Agent or Collateral Agent. The Administrative Agent or Collateral Agent may resign as Administrative Agent or Collateral Agent, as the case may be, upon 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral Agent shall resign as Administrative Agent or Collateral Agent, as the case may be, under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or Collateral Agent, as the case may be, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s, as the case may be, rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent or Collateral Agent by the date that is 30 days following a retiring Administrative Agent’s or Collateral Agent’s, as the case may be, notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as the case may be, hereunder until such time, if any, as the Required Lenders and the Borrower, as applicable, appoint a successor agent as provided for above. After any retiring Administrative Agent’s or Collateral Agent’s resignation as Administrative Agent or Collateral Agent, as the case may be, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, as the case may be, under this Agreement and the other Loan Documents. Notwithstanding the foregoing, the retiring Collateral Agent shall continue to hold the Collateral created by the Loan Documents for the benefit of the Lenders until the successor Collateral Agent has been effectively appointed pursuant to this paragraph. Notwithstanding anything to the contrary contained herein, if at any time Xxxxx Fargo, resigns as Administrative Agent, Xxxxx Fargo, may, upon 90 days’ notice to the Borrower resign as the Issuing Bank. If Xxxxx Fargo resigns as the Issuing Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the Issuing Bank and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to fund risk participations in respect of any Letter of Credit pursuant to Section 3.4).

Successor Administrative Agent or Collateral Agent. The Administrative Agent or Collateral Agent may resign as Administrative Agent or Collateral Agent, as the case may be, upon 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral Agent shall resign as Administrative Agent or Collateral Agent, as the case may be, under this Agreement and the other Loan Credit Documents, then the Required Requisite Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or Collateral Agent, as the case may be, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s, as the case may be, rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Term Loans. If no successor agent has accepted appointment as Administrative Agent or Collateral Agent by the date that is 30 days following a retiring Administrative Agent’s or Collateral Agent’s, as the case may be, notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as the case may be, hereunder until such time, if any, as the Required Requisite Lenders and the Borrower, as applicable, appoint a successor agent Agent as provided for above. After any retiring Administrative Agent’s or Collateral Agent’s resignation as Administrative Agent or Collateral Agent, as the case may be, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, as the case may be, under this Agreement and the other Loan Credit Documents. Notwithstanding the foregoing, the retiring Collateral Agent shall continue to hold the Collateral (at the Lenders’ expense) created by the Loan Credit Documents for the benefit of the Lenders until the successor Collateral Agent has been effectively appointed pursuant to this paragraph. Notwithstanding anything to the contrary contained herein, if at any time Xxxxx Fargo, resigns as Administrative Agent, Xxxxx Fargo, may, upon 90 days’ notice to the Borrower resign as the Issuing Bank. If Xxxxx Fargo resigns as the Issuing Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the Issuing Bank and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to fund risk participations in respect of any Letter of Credit pursuant to Section 3.4).

Successor Administrative Agent or Collateral Agent. The Each of Administrative Agent and Collateral Agent acknowledges that its current intention is to remain Administrative Agent and Collateral Agent hereunder. Nevertheless, Administrative Agent or Collateral Agent may resign as at any time by giving written notice thereof to the Lenders and Borrower, such resignation to be effective only upon the acceptance of the appointment of a successor Administrative Agent or Collateral Agent, as the case may be, upon 30 days’ notice to the Lenders and the Borrowerapplicable. If the Each of Administrative Agent or the and Collateral Agent shall resign as may be removed involuntarily only for a material breach of its duties and obligations hereunder or under the other Financing Documents or for gross negligence or willful misconduct, in connection with the performance of its duties hereunder or under the other Financing Documents and then only upon the (a) affirmative vote of the Majority Lenders (excluding Administrative Agent or Collateral Agent, as the case may beapplicable, under this Agreement from such vote and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or Collateral Agent, as the case may be, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s, as applicable, Proportionate Share of the case may beCommitment from the amounts used to determine the portion of the Commitment necessary to constitute the required Proportionate Share of the remaining Lenders) or (b) written request of Borrower (with the written consent of the Majority Lenders, rightsnot to be unreasonably withheld, powers and duties as delayed or conditioned). Upon any such resignation or removal, the Majority Lenders shall have the right to appoint (subject to the rights granted below) a successor Administrative Agent or Collateral Agent, as applicable, with the case may beconsent of Borrower (unless an Event of Default shall have occurred and be continuing), which consent shall not be unreasonably withheld and which consent shall be terminated, without any other or further act or deed on provided with respect to at least one of the part of such former Lenders. If no successor Administrative Agent or Collateral Agent, as applicable, shall have been so appointed by the case may beMajority Lenders (with the consent of Borrower unless an Event of Default shall have occurred and be continuing), or any of the parties to this Agreement or any holders of the Loans. If no if such successor agent has accepted appointment as Administrative Agent or Collateral Agent by Agent, as applicable, shall have not accepted such appointment, within sixty (60) days after the date that is 30 days following a retiring Administrative Agent’s or Collateral Agent’s, as the case may beapplicable, giving of notice of resignation, resignation or the Lenders’ removal of the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, the case may be, hereunder until such time, if any, as the Required Lenders and the Borrowerretiring Administrative Agent or Collateral Agent, as applicable, may, on behalf of the Lenders, appoint a successor agent Administrative Agent or Collateral Agent, as provided for aboveapplicable, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank selected by Administrative Agent or Collateral Agent, as applicable, unless, within thirty (30) days of such selection by Administrative Agent or Collateral Agent, as applicable, Borrower selects a different commercial bank to so act as Administrative Agent or Collateral Agent, as applicable, in which case the commercial bank so selected by Borrower shall become the successor Administrative Agent or Collateral Agent, as applicable. Upon the acceptance of any appointment as Administrative Agent or Collateral Agent, as applicable, under the Operative Documents by a successor Administrative Agent or Collateral Agent, as applicable, such successor Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations as Administrative Agent or Collateral Agent, as applicable, under the Financing Documents. After any retiring Administrative Agent’s or Collateral Agent’s ’s, as applicable, resignation or removal hereunder as Administrative Agent or Collateral Agent, as the case may beapplicable, the provisions of this Section Article 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, as the case may beapplicable, under this Agreement and the other Loan Operative Documents. Notwithstanding the foregoing, the retiring Collateral Agent shall continue to hold the Collateral created by the Loan Documents for the benefit of the Lenders until the successor Collateral Agent has been effectively appointed pursuant to this paragraph. Notwithstanding anything to the contrary contained herein, if at any time Xxxxx Fargo, resigns as Administrative Agent, Xxxxx Fargo, may, upon 90 days’ notice to the Borrower resign as the Issuing Bank. If Xxxxx Fargo resigns as the Issuing Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the Issuing Bank and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to fund risk participations in respect of any Letter of Credit pursuant to Section 3.4).

Successor Administrative Agent or Collateral Agent. The Administrative Agent or Collateral Agent may resign as at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent or Collateral Agent, as applicable (provided, if such resignation occurs within 90 days after the case may beClosing Date, upon 30 days’ notice Credit Suisse (with the consent of the Borrower (such consent not to be unreasonably withheld)) shall have the Lenders and the Borrower. If the Administrative Agent or the Collateral Agent shall resign as right to appoint a successor Administrative Agent or Collateral Agent, as the case may be, under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or Collateral Agent, as the case may be, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s, as the case may be, rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Loans. If no such successor agent has accepted appointment as Administrative Agent or Collateral Agent shall have been so appointed by the date that is Requisite Lenders, and shall have accepted such appointment, within 30 days following a retiring Administrative Agent’s or Collateral Agent’s, as the case may be, notice of resignation, after the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effectivegiving of notice of resignation, and then the Lenders shall assume and perform all retiring Administrative Agent or Collateral Agent may, on behalf of the duties of the Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, selected from among the case Lenders. The Administrative Agent or Collateral Agent may bebe replaced at any time by the Requisite Lenders by giving written notice thereof to the Administrative Agent, hereunder until such time, if any, as the Required Lenders Collateral Agent and the Borrower. Upon any such replacement, the Requisite Lenders shall have the right to appoint a successor Administrative Agent or Collateral Agent, as applicable. If no such successor Administrative Agent or Collateral Agent shall have been so appointed by the Requisite Lenders, and shall have accepted such appointment, within 30 days after the giving of notice of such replacement, then the replaced Administrative Agent or Collateral Agent may, on behalf of the Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, appoint selected from among the Lenders. In each case above, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent or Collateral Agent by a successor agent Administrative Agent or Collateral Agent, as provided for aboveapplicable, such successor Administrative Agent or Collateral Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Collateral Agent, as applicable and such retiring or replaced Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. After Prior to any retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as Administrative Agent or Collateral Agent, respectively, such retiring or replaced Administrative Agent or Collateral Agent shall take such action as may be reasonably necessary to assign to the case may besuccessor Administrative Agent or Collateral Agent, as applicable, its rights as Administrative Agent or Collateral Agent, respectively, under the Loan Documents. After such resignation, the provisions retiring or replaced Administrative Agent or Collateral Agent shall continue to have the benefit of this Section 9 shall inure to its benefit Article VIII as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, as the case may be, Agent under this Agreement and the other Loan Documents. Notwithstanding the foregoing, the retiring Collateral Agent shall continue to hold the Collateral created by the Loan Documents for the benefit of the Lenders until the successor Collateral Agent has been effectively appointed pursuant to this paragraph. Notwithstanding anything to the contrary contained herein, if at any time Xxxxx Fargo, resigns as Administrative Agent, Xxxxx Fargo, may, upon 90 days’ notice to the Borrower resign as the Issuing Bank. If Xxxxx Fargo resigns as the Issuing Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the Issuing Bank and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to fund risk participations in respect of any Letter of Credit pursuant to Section 3.4).

Successor Administrative Agent or Collateral Agent. The Administrative Agent or Collateral Agent may resign as at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent or Collateral Agent, as the case may be, upon 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral Agent shall resign as Administrative Agent or Collateral Agent, as the case may be, under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or Collateral Agent, as the case may be, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s, as the case may be, rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Loansapplicable. If no such successor agent has accepted appointment as Administrative Agent or Collateral Agent shall have been so appointed by the date that is Requisite Lenders, and shall have accepted such appointment, within 30 days following a retiring Administrative Agent’s or Collateral Agent’s, as the case may be, notice of resignation, after the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effectivegiving of notice of resignation, and then the Lenders shall assume and perform all retiring Administrative Agent or Collateral Agent may, on behalf of the duties of the Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, selected from among the case Lenders. The Administrative Agent or Collateral Agent may bebe replaced at any time by the Requisite Lenders by giving written notice thereof to the Administrative Agent, hereunder until such time, if any, as the Required Lenders Collateral Agent and the Borrower. Upon any such replacement, the Requisite Lenders shall have the right to appoint a successor Administrative Agent or Collateral Agent, as applicable. If no such successor Administrative Agent or Collateral Agent shall have been so appointed by the Requisite Lenders, and shall have accepted such appointment, within 30 days after the giving of notice of such replacement, then the replaced Administrative Agent or Collateral Agent may, on behalf of the Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, appoint selected from among the Lenders. In each case above, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent or Collateral Agent by a successor agent Administrative Agent or Collateral Agent, as provided for aboveapplicable, such successor Administrative Agent or Collateral Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Collateral Agent, as applicable and such retiring or replaced Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. After Prior to any retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as Administrative Agent or Collateral Agent, respectively, such retiring or replaced Administrative Agent or Collateral Agent shall take such action as may be reasonably necessary to assign to the case may besuccessor Administrative Agent or Collateral Agent, as applicable, its rights as Administrative Agent or Collateral Agent, respectively, under the Loan Documents. After such resignation, the provisions retiring or replaced Administrative Agent or Collateral Agent shall continue to have the benefit of this Section 9 shall inure to its benefit Article 8 as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, as the case may be, Agent under this Agreement and the other Loan Documents. Notwithstanding the foregoing, the retiring Collateral Agent shall continue to hold the Collateral created by the Loan Documents for the benefit of the Lenders until the successor Collateral Agent has been effectively appointed pursuant to this paragraph. Notwithstanding anything to the contrary contained herein, if at any time Xxxxx Fargo, resigns as Administrative Agent, Xxxxx Fargo, may, upon 90 days’ notice to the Borrower resign as the Issuing Bank. If Xxxxx Fargo resigns as the Issuing Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the Issuing Bank and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to fund risk participations in respect of any Letter of Credit pursuant to Section 3.4).

Successor Administrative Agent or Collateral Agent. The Administrative Agent or and/or the Collateral Agent may resign as Administrative Agent or Collateral Agent, as the case may beapplicable, upon 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent or the and/or Collateral Agent Agent, as applicable, shall resign as Administrative Agent or Collateral Agent, as the case may beapplicable, under this Agreement and the other Loan Documents, then the Required Lenders shall appoint upon five Business Days notice to the Borrower from among the Lenders a successor agent or agents for the Lenders, which successor agent or agents shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or agents shall succeed to the rights, powers and duties of the Administrative Agent or and/or the Collateral Agent, as the case may beapplicable, and the term “Administrative Agent” or and/or “Collateral Agent”, as the case may be, ” shall mean such successor agent or agents effective upon such appointment and approval, and the former Administrative Agent’s or and/or Collateral Agent’s, as the case may be, ’s rights, powers and duties as Administrative Agent or and/or Collateral Agent, as the case may beapplicable, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or and/or Collateral Agent, as the case may beapplicable, or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent or and/or Collateral Agent Agent, as applicable, by the date that is 30 10 days following a retiring Administrative Agent’s or and/or Collateral Agent’s, as the case may be, ’s notice of resignation, the retiring Administrative Agent’s or and/or Collateral Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or and/or the Collateral Agent, as the case may beapplicable, hereunder until such time, if any, as the Required Lenders and the Borrower, as applicable, appoint a successor agent as provided for above. After any retiring Administrative Agent’s or and/or Collateral Agent’s resignation as Administrative Agent or and/or Collateral Agent, as the case may be, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or and/or Collateral Agent, as the case may beapplicable, under this Agreement and the other Loan Documents. Notwithstanding the foregoing, the retiring Collateral Agent shall continue to hold the Collateral created by the Loan Documents for the benefit of the Lenders until the successor Collateral Agent has been effectively appointed pursuant to this paragraph. Notwithstanding anything to the contrary contained herein, if at any time Xxxxx Fargo, resigns as Administrative Agent, Xxxxx Fargo, may, upon 90 days’ notice to the Borrower resign as the Issuing Bank. If Xxxxx Fargo resigns as the Issuing Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the Issuing Bank and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to fund risk participations in respect of any Letter of Credit pursuant to Section 3.4).

Successor Administrative Agent or Collateral Agent. The Administrative Agent or and/or the Collateral Agent may resign as Administrative Agent or Collateral Agent, as the case may beapplicable, upon 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent or the and/or Collateral Agent Agent, as applicable, shall resign as Administrative Agent or Collateral Agent, as the case may beapplicable, under this Agreement and the other Loan Documents, then the Required Lenders shall appoint upon five Business Days notice to the Borrower from among the Lenders a successor agent or agents for the Lenders, which successor agent or agents shall (unless an Event of Default under Section 8(a9(a) or Section 8(f9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or agents shall succeed to the rights, powers and duties of the Administrative Agent or and/or the Collateral Agent, as the case may beapplicable, and the term “Administrative Agent” or and/or “Collateral Agent”, as the case may be, ” shall mean such successor agent or agents effective upon such appointment and approval, and the former Administrative Agent’s or and/or Collateral Agent’s, as the case may be, ’s rights, powers and duties as Administrative Agent or and/or Collateral Agent, as the case may beapplicable, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or and/or Collateral Agent, as the case may beapplicable, or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent or and/or Collateral Agent Agent, as applicable, by the date that is 30 10 days following a retiring Administrative Agent’s or and/or Collateral Agent’s, as the case may be, ’s notice of resignation, the retiring Administrative Agent’s or and/or Collateral Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or and/or the Collateral Agent, as the case may beapplicable, hereunder until such time, if any, as the Required Lenders and the Borrower, as applicable, appoint a successor agent as provided for above. Either Co-Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as a Co-Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of such Co-Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by such Co-Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s or and/or Collateral Agent’s resignation as Administrative Agent or and/or Collateral Agent, as the case may be, the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or and/or Collateral Agent, as the case may beapplicable, under this Agreement and the other Loan Documents. Notwithstanding the foregoing, the retiring Collateral Agent shall continue to hold the Collateral created by the Loan Documents for the benefit of the Lenders until the successor Collateral Agent has been effectively appointed pursuant to this paragraph. Notwithstanding anything to the contrary contained herein, if at any time Xxxxx Fargo, resigns as Administrative Agent, Xxxxx Fargo, may, upon 90 days’ notice to the Borrower resign as the Issuing Bank. If Xxxxx Fargo resigns as the Issuing Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the Issuing Bank and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to fund risk participations in respect of any Letter of Credit pursuant to Section 3.4).

Successor Administrative Agent or Collateral Agent. The Administrative Agent or Collateral Agent may resign as Administrative Agent or Collateral Agent, as the case may be, upon 30 days’ notice to the Lenders and the BorrowerBorrowers. If the Administrative Agent or the Collateral Agent shall resign as Administrative Agent or Collateral Agent, as the case may be, under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower Borrowers shall have occurred and be continuing) be subject to approval by the Borrower Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or Collateral Agent, as the case may be, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s, as the case may be, rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent or Collateral Agent by the date that is 30 days following a retiring Administrative Agent’s or Collateral Agent’s, as the case may be, notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as the case may be, hereunder until such time, if any, as the Required Lenders and the BorrowerBorrowers, as applicable, appoint a successor agent as provided for above. After any retiring Administrative Agent’s or Collateral Agent’s resignation as Administrative Agent or Collateral Agent, as the case may be, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, as the case may be, under this Agreement and the other Loan Documents. Notwithstanding the foregoing, the retiring Collateral Agent shall continue to hold the Term A Loan Collateral and the Term B Loan Collateral (at the Lenders’ expense) created by the Loan Documents for the benefit of the Lenders until the successor Collateral Agent has been effectively appointed pursuant to this paragraph. Notwithstanding anything to the contrary contained herein, if at any time Xxxxx Fargo, resigns as Administrative Agent, Xxxxx Fargo, may, upon 90 days’ notice to the Borrower resign as the Issuing Bank. If Xxxxx Fargo resigns as the Issuing Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the Issuing Bank and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to fund risk participations in respect of any Letter of Credit pursuant to Section 3.4).

Successor Administrative Agent or Collateral Agent. The Administrative Agent or Collateral Agent may resign as Administrative Agent or Collateral Agent, as the case may be, upon 30 days’ at any time give notice of its resignation to the Lenders Lenders, the Issuing Lender and the Borrower. If the Administrative Agent or the Collateral Agent shall resign as Administrative Agent or Collateral AgentUpon receipt of any such notice of resignation, as the case may be, under this Agreement and the other Loan Documents, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the Lenders, Lenders which successor agent shall (unless an Event of Default under Section 8(a8.1(a) or Section 8(f8.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or the Collateral Agent, as the case may be, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s, as the case may be, rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Loans. If no such successor agent has shall have been so appointed by the Required Lenders and shall have accepted such appointment as within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent or Collateral Agent by the date that is 30 days following a retiring Administrative Agent’s or Collateral Agent’s, as the case may be, notice of resignation, meeting the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of qualifica- tions set forth above; provided that if the Administrative Agent or Collateral Agent, as the case may be, shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent or Administrative Agent, as the case may be, on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, such Agent shall continue to hold such Collateral until such timetime as a successor Administrative Agent or Collateral Agent, if anyas the case may be, is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent or Collateral Agent, as the case may be, shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders and the Borrower, as applicable, appoint a successor agent Administrative Agent or Collateral Agent, as the case may be, as provided for aboveabove in this paragraph. After any retiring Administrative AgentUpon the acceptance of a successor’s or Collateral Agent’s resignation appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, such successor shall succeed to and become vested with all of the provisions rights, powers, privileges and duties of this Section 9 shall inure to its benefit as to any actions taken the retiring (or omitted to be taken by it while it was retired) Administrative Agent or Collateral Agent, as the case may be, and the retiring Administrative Agent or Collateral Agent, as the case may be, shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Agreement paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents. Notwithstanding the foregoing, the retiring Collateral Agent provisions of this Section and Section 9.5 shall continue to hold the Collateral created by the Loan Documents in effect for the benefit of the Lenders until the successor Collateral Agent has been effectively appointed pursuant to this paragraph. Notwithstanding anything to the contrary contained herein, if at any time Xxxxx Fargo, resigns as Administrative such retiring Agent, Xxxxx Fargo, may, upon 90 days’ notice to the Borrower resign as the Issuing Bank. If Xxxxx Fargo resigns as the Issuing Bank, it shall retain all the rights its sub-agents and obligations of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the Issuing Bank and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to fund risk participations their respective Related Parties in respect of any Letter actions taken or omitted to be taken by any of Credit pursuant to Section 3.4)them while the retiring Agent was acting as Administrative Agent or Collateral Agent, as the case may be.

Successor Administrative Agent or Collateral Agent. The Administrative Agent or Collateral Agent may resign as Administrative Agent or Collateral Agent, as the case may be, upon 30 thirty (30) days’ notice to the Lenders and to the BorrowerCompany. If the Administrative Agent or the Collateral Agent shall resign as Administrative Agent or Collateral Agent, as the case may be, resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Company at all times other than during the existence of an Event of Default under Section 8(a) 11.01 or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower 11.05 (which approval consent of the Company shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and with the consent of the Company at all times other than during the existence of an Event of Default under Section 11.01 or 11.05, a successor administrative agent from among the Lenders; provided that any such successor administrative agent shall be either (a) a Farm Credit Lender or (b)a domestic office of a commercial bank organized under the laws of the United States or any State thereof, or a United States branch of a bank that is organized under the laws of another jurisdiction, in either case which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as the case may be, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent’s or Collateral Agent’s, as the case may be, rightsappointment, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent or Collateral Agent by the date that is 30 days following a retiring Administrative Agent’s or Collateral Agent’s, as the case may be, notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as the case may be, hereunder until such time, if any, as the Required Lenders and the Borrower, as applicable, appoint a successor agent as provided for above. After any retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as Administrative Agent or Collateral Agent, as the case may be, the provisions of this Section 9 12 and Section 13.01 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the case may be, under Required Lenders appoint a successor agent as provided for above. The foregoing provisions of this Agreement and the other Loan Documents. Notwithstanding the foregoing, the retiring Collateral Agent Section 12.09 shall continue apply mutatis mutandis to hold the Collateral created by the Loan Documents for the benefit of the Lenders until the successor Collateral Agent has been effectively appointed pursuant to this paragraph. Notwithstanding anything to the contrary contained herein, if at any time Xxxxx Fargo, resigns as Administrative Agent, Xxxxx Fargo, may, upon 90 days’ notice to the Borrower resign as the Issuing Bank. If Xxxxx Fargo resigns as the Issuing Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the Issuing Bank and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to fund risk participations in respect of any Letter of Credit pursuant to Section 3.4).

Successor Administrative Agent or Collateral Agent. The Administrative Agent or the Collateral Agent may resign as Administrative Agent or Collateral Agent, as the case may be, upon 30 days’ at any time by giving notice thereof to the Lenders and the Borrower, and may be removed at any time with cause by the Required Lenders. If Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent or the a successor Collateral Agent. If no successor Administrative Agent or successor Collateral Agent shall resign as have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent or Collateral Agent, as the case may be, under this Agreement and the other Loan Documents, then Agent gives notice of resignation or the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties ' removal of the Administrative Agent or Collateral Agent, then the retiring Administrative Agent or Collateral Agent (as the case may be), on behalf of the Lenders and the term “Administrative Agent” or “Collateral Agent”, as the case may beIssuer, shall mean such appoint a successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s, as the case may be, rights, powers and duties as Administrative Agent or a successor Collateral AgentAgent (as applicable), as the case may be, which shall be terminated, without any other a commercial bank organized or further act or deed on licensed under the part of such former Administrative Agent or Collateral Agent, as the case may be, or any laws of the parties to this Agreement or any holders United States and having a combined capital and surplus of at least $250,000,000. Upon the Loans. If no successor agent has accepted acceptance of its appointment as Administrative Agent or Collateral Agent by the date that is 30 days following a retiring Administrative Agent’s or Collateral Agent’s, (as the case may be) hereunder by a successor Administrative Agent or a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendment, thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request with respect to the Collateral Documents in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent or Collateral Agent (as applicable) shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent or Collateral Agent (as the case may be), and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations hereunder. If within 45 days after written notice is given of resignation, the retiring Administrative Agent’s 's or Collateral Agent’s 's (as the case may be) resignation shall nevertheless thereupon become effective, and or the Lenders shall assume and perform all of the duties Required Lenders' removal of the Administrative Agent or Collateral Agent, Agent under this Section 9.07 no successor Administrative Agent or Collateral Agent (as the case may be) shall have been appointed and shall have accepted such appointment, hereunder then on such 45th day (i) the retiring Administrative Agent's or Collateral Agent's (as the case may be) resignation or removal shall become effective, (ii) the retiring Administrative Agent or Collateral Agent (as the case may be) shall thereupon be discharged from its duties and obligations under the Financing Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent or Collateral Agent (as the case may be) until such time, if any, as the Required Lenders and the Borrower, as applicable, appoint a successor agent Administrative Agent or a successor Collateral Agent as provided for above. After any retiring Administrative Agent’s 's or Collateral Agent’s 's (as the case may be) resignation or removal hereunder as Administrative Agent or Collateral Agent, Agent (as the case may be, ) the provisions of this Section 9 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, Agent (as the case may be, under this Agreement and the other Loan Documents. Notwithstanding the foregoing, the retiring Collateral Agent shall continue to hold the Collateral created by the Loan Documents for the benefit of the Lenders until the successor Collateral Agent has been effectively appointed pursuant to this paragraph. Notwithstanding anything to the contrary contained herein, if at any time Xxxxx Fargo, resigns as Administrative Agent, Xxxxx Fargo, may, upon 90 days’ notice to the Borrower resign as the Issuing Bank. If Xxxxx Fargo resigns as the Issuing Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the Issuing Bank and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to fund risk participations in respect of any Letter of Credit pursuant to Section 3.4).

Successor Administrative Agent or Collateral Agent. The Administrative Agent or the Collateral Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent or Collateral Agent, as applicable. If no successor Administrative Agent or Collateral Agent shall have been so appointed by the Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, selected from among the Lenders. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may resign not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent or as Collateral Agent by a successor Collateral Agent, such successor Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the applicable retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent's resignation hereunder as Administrative Agent or Collateral Agent, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent or Collateral Agent, as applicable, under the case may beLoan Documents. After such resignation, upon 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral any retiring Agent shall resign as Administrative Agent or Collateral Agent, as continue to have the case may be, under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or Collateral Agent, as the case may be, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s, as the case may be, rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent or Collateral Agent by the date that is 30 days following a retiring Administrative Agent’s or Collateral Agent’s, as the case may be, notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as the case may be, hereunder until such time, if any, as the Required Lenders and the Borrower, as applicable, appoint a successor agent as provided for above. After any retiring Administrative Agent’s or Collateral Agent’s resignation as Administrative Agent or Collateral Agent, as the case may be, the provisions benefit of this Section 9 shall inure to its benefit Article VII as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, as the case may beapplicable, under this Agreement and the other Loan Documents. Notwithstanding If no Person has accepted the foregoing, the retiring Collateral appointment as successor Administrative Agent shall continue to hold the Collateral created by the Loan Documents for the benefit of the Lenders until the or successor Collateral Agent has been effectively appointed pursuant to this paragraphas provided above, the Requisite Lenders shall succeed to, and SECOND LIEN CREDIT AGREEMENT AMKOR TECHNOLOGY, INC. Notwithstanding anything to the contrary contained hereinbecome vested with, if at any time Xxxxx Fargo, resigns as Administrative Agent, Xxxxx Fargo, may, upon 90 days’ notice to the Borrower resign as the Issuing Bank. If Xxxxx Fargo resigns as the Issuing Bank, it shall retain all the rights rights, powers, privileges and obligations of duties of, the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the applicable retiring Agent effective date of upon its resignation as the Issuing Bank and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to fund risk participations in respect of any Letter of Credit pursuant to Section 3.4)resignation.

Successor Administrative Agent or Collateral Agent. The Administrative Agent or Collateral Agent may resign as Administrative Agent or Collateral Agent, as the case may be, upon 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral Agent shall resign as Administrative Agent or Collateral Agent, as the case may be, under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or Collateral Agent, as the case may be, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s, as the case may be, rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent or Collateral Agent by the date that is 30 days following a retiring Administrative Agent’s or Collateral Agent’s, as the case may be, notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as the case may be, hereunder until such time, if any, as the Required Lenders and the Borrower, as applicable, appoint a successor agent as provided for above. After any retiring Administrative Agent’s or Collateral Agent’s resignation as Administrative Agent or Collateral Agent, as the case may be, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, as the case may be, under this Agreement and the other Loan Documents. Notwithstanding the foregoing, the retiring Collateral Agent shall continue to hold the Collateral created by the Loan Documents for the benefit of the Lenders until the successor Collateral Agent has been effectively appointed pursuant to this paragraph. Notwithstanding anything to the contrary contained herein, if at any time Xxxxx FargoWachovia, resigns as Administrative Agent, Xxxxx FargoWachovia, may, upon 90 days’ notice to the Borrower resign as the Issuing Bank. If Xxxxx Fargo Wachovia resigns as the Issuing Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the Issuing Bank and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to fund risk participations in respect of any Letter of Credit pursuant to Section 3.4).

Successor Administrative Agent or Collateral Agent. The Administrative Agent or Collateral Agent may resign as Administrative Agent or Collateral Agent, as the case may be, upon 30 days’ notice to the Lenders and to the BorrowerCompany. If the Administrative Agent or the Collateral Agent shall resign as Administrative Agent or Collateral Agent, as the case may be, resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Company at all times other than during the existence of an Event of Default under Section 8(a) 11.01 or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower 11.05 (which approval consent of the Company shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and with the consent of the Company at all times other than during the existence of an Event of Default under Section 11.01 or 11.05, a successor administrative agent from among the Lenders; provided that any such successor administrative agent shall be either (a) a Farm Credit Lender or (b)a domestic office of a commercial bank organized under the laws of the United States or any State thereof, or a United States branch of a bank that is organized under the laws of another jurisdiction, in either case which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as the case may be, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent’s or Collateral Agent’s, as the case may be, rightsappointment, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent or Collateral Agent by the date that is 30 days following a retiring Administrative Agent’s or Collateral Agent’s, as the case may be, notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as the case may be, hereunder until such time, if any, as the Required Lenders and the Borrower, as applicable, appoint a successor agent as provided for above. After any retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as Administrative Agent or Collateral Agent, as the case may be, the provisions of this Section 9 12 and Section 13.01 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the case may be, under Required Lenders appoint a successor agent as provided for above. The foregoing provisions of this Agreement and the other Loan Documents. Notwithstanding the foregoing, the retiring Collateral Agent Section 12.09 shall continue apply mutatis mutandis to hold the Collateral created by the Loan Documents for the benefit of the Lenders until the successor Collateral Agent has been effectively appointed pursuant to this paragraph. Notwithstanding anything to the contrary contained herein, if at any time Xxxxx Fargo, resigns as Administrative Agent, Xxxxx Fargo, may, upon 90 days’ notice to the Borrower resign as the Issuing Bank. If Xxxxx Fargo resigns as the Issuing Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the Issuing Bank and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to fund risk participations in respect of any Letter of Credit pursuant to Section 3.4).

Successor Administrative Agent or Collateral Agent. The Administrative Agent or the Collateral Agent may resign as Administrative Agent or Collateral Agent, as the case may be, upon 30 days’ at any time by giving notice thereof to the Lenders and the Borrower, and may be removed at any time with cause by the Required Lenders. If Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent or the a successor Collateral Agent. If no successor Administrative Agent or successor Collateral Agent shall resign as have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent or Collateral Agent, as the case may be, under this Agreement and the other Loan Documents, then Agent gives notice of resignation or the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties ’ removal of the Administrative Agent or Collateral Agent, then the retiring Administrative Agent or Collateral Agent (as the case may be), on behalf of the Lenders and the term “Administrative Agent” or “Collateral Agent”, as the case may beIssuer, shall mean such appoint a successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s, as the case may be, rights, powers and duties as Administrative Agent or a successor Collateral AgentAgent (as applicable), as the case may be, which shall be terminated, without any other a commercial bank organized or further act or deed on licensed under the part of such former Administrative Agent or Collateral Agent, as the case may be, or any laws of the parties to this Agreement or any holders United States and having a combined capital and surplus of at least $250,000,000. Upon the Loans. If no successor agent has accepted acceptance of its appointment as Administrative Agent or Collateral Agent by the date that is 30 days following a retiring Administrative Agent’s or Collateral Agent’s, (as the case may be) hereunder by a successor Administrative Agent or a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendment, thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request with respect to the Collateral Documents in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent or Collateral Agent (as applicable) shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent or Collateral Agent (as the case may be), and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations hereunder. If within 45 days after written notice is given of resignation, the retiring Administrative Agent’s or Collateral Agent’s (as the case may be) resignation shall nevertheless thereupon become effective, and or the Lenders shall assume and perform all of the duties Required Lenders’ removal of the Administrative Agent or Collateral Agent, Agent under this Section 9.07 no successor Administrative Agent or Collateral Agent (as the case may be) shall have been appointed and shall have accepted such appointment, hereunder then on such 45th day (i) the retiring Administrative Agent’s or Collateral Agent’s (as the case may be) resignation or removal shall become effective, (ii) the retiring Administrative Agent or Collateral Agent (as the case may be) shall thereupon be discharged from its duties and obligations under the Financing Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent or Collateral Agent (as the case may be) until such time, if any, as the Required Lenders and the Borrower, as applicable, appoint a successor agent Administrative Agent or a successor Collateral Agent as provided for above. After any retiring Administrative Agent’s or Collateral Agent’s (as the case may be) resignation or removal hereunder as Administrative Agent or Collateral Agent, Agent (as the case may be, ) the provisions of this Section 9 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, Agent (as the case may be, under this Agreement and the other Loan Documents. Notwithstanding the foregoing, the retiring Collateral Agent shall continue to hold the Collateral created by the Loan Documents for the benefit of the Lenders until the successor Collateral Agent has been effectively appointed pursuant to this paragraph. Notwithstanding anything to the contrary contained herein, if at any time Xxxxx Fargo, resigns as Administrative Agent, Xxxxx Fargo, may, upon 90 days’ notice to the Borrower resign as the Issuing Bank. If Xxxxx Fargo resigns as the Issuing Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the Issuing Bank and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to fund risk participations in respect of any Letter of Credit pursuant to Section 3.4).