Common use of Appointment of Administrative Agent Clause in Contracts

Appointment of Administrative Agent. (a) Each Buyer hereby irrevocably appoints Credit Suisse First Boston Mortgage Capital LLC, as Administrative Agent hereunder and under the other Program Documents, and each Buyer hereby authorizes Credit Suisse First Boston Mortgage Capital LLC, in such capacity, to act as its agent in accordance with the terms hereof. The provisions of this Article X are solely for the benefit of Administrative Agent and Buyers, and Seller shall not have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, Administrative Agent shall act solely as an agent of Buyers and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Seller. (b) The Required Buyers may, to the extent permitted by applicable law, and with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), by notice in writing to such Person remove such Person as Administrative Agent and, with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), appoint a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Required Buyers and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Buyers and Seller), then such removal shall nonetheless become effective in accordance with such notice on the date thirty (30) days (or such earlier day as shall be agreed by the Required Buyers and Seller) after the Administrative Agent’s receipt of such notice of removal.

Appointment of Administrative Agent. (a) Each Buyer Lender hereby irrevocably designates and appoints Credit Suisse First Boston Mortgage Capital LLC, (and Credit Suisse accepts such designation and appointment) as Administrative Agent hereunder and under the other Program Documentshereunder, and each Buyer hereby authorizes Credit Suisse First Boston Mortgage Capital LLC, in the Administrative Agent to take such capacity, actions as agent on its behalf and to act exercise such powers as its agent in accordance with are delegated to the Administrative Agent by the terms hereof. The provisions of this Article X Agreement together with such powers as are solely for the benefit of Administrative Agent and Buyers, and Seller shall not have any rights as a third party beneficiary of any of the provisions thereofreasonably incidental thereto. In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of Buyers for the Lenders and does not assume and nor shall not be deemed to have assumed any obligation towards or relationship of trust or agency or trust with or for Sellerthe Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action which exposes it to personal liability or which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate on the Final Payout Date. (b) The Required Buyers may, Notwithstanding any provision to the extent permitted by applicable lawcontrary elsewhere in this Agreement, and with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), by notice in writing to such Person remove such Person as Administrative Agent and, with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), appoint a successor Administrative Agent. If no such successor Administrative Agent shall not have been so appointed by the Required Buyers any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and shall have accepted such appointment within thirty (30) days (no implied covenants, functions, responsibilities, duties, obligations or such earlier day as liabilities shall be agreed by the Required Buyers and Seller), then such removal shall nonetheless become effective in accordance with such notice on the date thirty (30) days (read into this Agreement or such earlier day as shall be agreed by the Required Buyers and Seller) after otherwise exist against the Administrative Agent’s receipt of such notice of removal. (c) The Administrative Agent shall promptly distribute to each related Lender all notices, requests for consent and other information received by the Administrative Agent under this Agreement.

Appointment of Administrative Agent. (a) Each Buyer hereby irrevocably appoints Credit Suisse First Boston Mortgage Capital Nomura Corporate Funding Americas, LLC, as Administrative Agent hereunder and under the other Program DocumentsAgreements, and each Buyer hereby authorizes Credit Suisse First Boston Mortgage Capital Nomura Corporate Funding Americas, LLC, in such capacity, to act as its agent in accordance with the terms hereof. The provisions of this Article X are solely for the benefit of Administrative Agent and BuyersBuyer, and Seller shall not have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, Administrative Agent shall act solely as an agent of Buyers Xxxxx and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Seller. (b) The Required Buyers Buyer may, to the extent permitted by applicable lawlaw and the Program Agreements, and with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), by notice in writing to such Person remove for cause such Person as Administrative Agent and, with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld)) and in accordance with the terms of the other Program Agreements, appoint a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Required Buyers Buyer and shall have accepted such appointment within thirty (30) days [***] (or such earlier day as shall be agreed by the Required Buyers Buyer and Seller), then such removal shall nonetheless become effective in accordance with such notice on the date thirty (30) days [***] (or such earlier day as shall be agreed by the Required Buyers Buyer and Seller) after the Administrative Agent’s receipt of such notice of removal.

Appointment of Administrative Agent. (a) Each Buyer hereby irrevocably appoints Credit Suisse First Boston Mortgage Capital LLC, as Administrative Agent hereunder and under the other Program DocumentsAgreements, and each Buyer hereby authorizes Credit Suisse First Boston Mortgage Capital LLC, in such capacity, to act as its agent in accordance with the terms hereof. The provisions of this Article X are solely for the benefit of Administrative Agent and Buyers, and Seller shall not have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, Administrative Agent shall act solely as an agent of Buyers and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Seller. (b) The Required Buyers may, to the extent permitted by applicable law, and with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), by notice in writing to such Person remove such Person as Administrative Agent and, with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), appoint a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Required Buyers and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Buyers and Seller), then such removal shall nonetheless become effective in accordance with such notice on the date thirty (30) days (or such earlier day as shall be agreed by the Required Buyers and Seller) after the Administrative Agent’s receipt of such notice of removal.

Appointment of Administrative Agent. (a) Each Buyer hereby irrevocably appoints Credit Suisse First Boston Mortgage Capital LLCAtlas Securitized Products, L.P., as Administrative Agent hereunder and under the other Program DocumentsAgreements, and each Buyer hereby authorizes Credit Suisse First Boston Mortgage Capital LLCAtlas Securitized Products, L.P., in such capacity, to act as its agent in accordance with the terms hereof. The provisions of this Article X are solely for the benefit of Administrative Agent and Buyers, and Seller Sellers shall not have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, Administrative Agent shall act solely as an agent of Buyers Xxxxxx and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for SellerSellers. (b) The Required Buyers may, to the extent permitted by applicable law, and with the consent of Seller Sellers (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), by notice in writing to such Person remove such Person as Administrative Agent and, with the consent of Seller Sellers (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), appoint a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Required Buyers and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Buyers and SellerSellers), then such removal shall nonetheless become effective in accordance with such notice on the date thirty (30) days (or such earlier day as shall be agreed by the Required Buyers and SellerSellers) after the Administrative Agent’s receipt of such notice of removal.

Appointment of Administrative Agent. (a) Each Buyer of the Lenders hereby irrevocably appoints Credit Suisse First Boston Mortgage Capital LLCWxxxx Fargo Bank Northwest, National Association to act on its behalf as the Administrative Agent hereunder and under the other Program Documents, Loan Documents and each Buyer hereby authorizes Credit Suisse First Boston Mortgage Capital LLC, in the Administrative Agent to take such capacity, actions on its behalf and to act exercise such powers as its agent in accordance with are delegated to the Administrative Agent by the terms hereofhereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article X are solely for the benefit of the Administrative Agent and Buyersthe Lenders, and Seller the Borrowers shall not have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, Administrative Agent shall act solely as an agent of Buyers and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Sellersuch provisions. (b) The Required Buyers may, to the extent permitted by applicable law, and with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), by notice in writing to such Person remove such Person as Administrative Agent and, with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), appoint a successor Administrative Agent. If no such successor Administrative Agent shall have been so also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Borrowers to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Required Buyers and shall have accepted such appointment within thirty (30) days Administrative Agent pursuant to Section 11.6 for purposes of holding or enforcing any Lien on the Collateral (or such earlier day as shall be agreed by any portion thereof) granted under the Required Buyers Loan Documents, or for exercising any rights and Seller), then such removal shall nonetheless become effective in accordance with such notice on remedies hereunder or thereunder at the date thirty (30) days (or such earlier day as shall be agreed by the Required Buyers and Seller) after direction of the Administrative Agent’s receipt ), shall be entitled to the benefits of all provisions of this Article 11, as though such notice of removalco-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment of Administrative Agent. (a) Each Buyer Purchaser Agent and each Secured Party hereby irrevocably appoints Credit Suisse First Boston Mortgage Capital LLC, as and authorizes the Administrative Agent hereunder and under the other Program Documents, and each Buyer hereby authorizes Credit Suisse First Boston Mortgage Capital LLC, in such capacity, to act as its agent in accordance with hereunder and hereby further authorizes the terms hereof. The provisions of this Article X are solely Administrative Agent to appoint additional agents to act on its behalf and for the benefit of each of the Purchaser Agents and each Secured Party. Each of the Purchaser Agents and each Secured Party further authorizes the Administrative Agent to take such action as agent on its behalf and Buyersto exercise such powers under this Agreement and the other Transaction Documents as are delegated to the Administrative Agent by the terms hereof and thereof, and Seller shall not have together with such powers as are reasonably incidental thereto. With respect to any rights as a third party beneficiary of any of actions which are incidental to the provisions thereof. In performing its functions and duties actions specifically delegated to the Administrative Agent hereunder, the Administrative Agent shall not be required to take any such incidental action hereunder, but shall be required to act solely as an agent or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of Buyers each Purchaser Agent; provided, however, that the Administrative Agent shall not be required to take any action hereunder if the taking of such action, in the reasonable determination of the Administrative Agent, shall be in violation of any Applicable Law or contrary to any provision of this Agreement or shall expose the Administrative Agent to liability hereunder or otherwise. In the event the Administrative Agent requests the consent of a Purchaser Agent or a Purchaser pursuant to the foregoing provisions and the Administrative Agent does not assume and receive a consent (either positive or negative) from such Person within 10 Business Days of such Person’s receipt of such request, then such Purchaser Agent or Purchaser shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Seller. (b) The Required Buyers may, declined to consent to the extent permitted by applicable law, and with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), by notice in writing to such Person remove such Person as Administrative Agent and, with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), appoint a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Required Buyers and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Buyers and Seller), then such removal shall nonetheless become effective in accordance with such notice on the date thirty (30) days (or such earlier day as shall be agreed by the Required Buyers and Seller) after the Administrative Agent’s receipt of such notice of removalrelevant action.

Appointment of Administrative Agent. (a) Each Buyer hereby irrevocably appoints Credit Suisse First Boston Mortgage Capital LLCXxxxxxx Xxxxx Bank USA, as Administrative Agent hereunder and under the other Program DocumentsAgreements, and each Buyer hereby authorizes Credit Suisse First Boston Mortgage Capital LLCXxxxxxx Xxxxx Bank USA, in such capacity, to act as its agent in accordance with the terms hereof. The provisions of this Article X are solely for the benefit of Administrative Agent and Buyers, and Seller Parties shall not have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, Administrative Agent shall act solely as an agent of Buyers Xxxxxx and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Sellerany Seller Party. (b) The Required Buyers may, to the extent permitted by applicable lawLaw, and with the consent of Seller each Parent (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), by notice in writing to such Person remove for cause such Person as Administrative Agent and, with the consent of Seller each Parent (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), appoint a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Required Buyers and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Buyers and SellerParents), then such removal shall nonetheless become effective in accordance with such notice on the date thirty (30) days (or such earlier day as shall be agreed by the Required Buyers and SellerParents) after the Administrative Agent’s receipt of such notice of removal.

Appointment of Administrative Agent. (a) Each Buyer hereby irrevocably appoints Credit Suisse First Boston Mortgage Capital LLCNomura Corporate Funding Americas, LLC as Administrative Agent hereunder and under the other Program DocumentsAgreements, and each Buyer hereby authorizes Credit Suisse First Boston Mortgage Capital Nomura Corporate Funding Americas, LLC, in such capacity, to act as its agent in accordance with the terms hereof. The provisions of this Article X are solely for the benefit of Administrative Agent and BuyersBuyer, and Seller shall not have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, Administrative Agent shall act solely as an agent of Buyers Bxxxx and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Seller. (b) The Required Buyers Buyer may, to the extent permitted by applicable law, and with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), by notice in writing to such Person remove for cause such Person as Administrative Agent and, with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), appoint a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Required Buyers Buyer and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Buyers Buyer and Seller), then such removal shall nonetheless become effective in accordance with such notice on the date thirty (30) days (or such earlier day as shall be agreed by the Required Buyers Buyer and Seller) after the Administrative Agent’s receipt of such notice of removal.

Appointment of Administrative Agent. (a) Each Buyer Creditor, hereby irrevocably appoints Credit Suisse First Boston Mortgage Capital LLCappoints, designates and authorizes BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, as “Administrative Agent” under this Agreement, each Creditor hereby irrevocably authorizes in the Admisnitrative Agent hereunder and to perform any act on his behalf under the other Program Documents, and each Buyer hereby authorizes Credit Suisse First Boston Mortgage Capital LLC, in such capacity, to act as its agent in accordance with the terms hereof. The provisions of this Article X Agreement and the Loan Documents and exercise the powers and perform the duties that are solely for expressly delegated to the benefit terms of this Agreement or the Loan Documents, together with the powers reasonably incidental to that purpose. Moreover, in this act, each Creditor authorizes the Administrative Agent and Buyersname a commission under the terms of Articles 273 and 274 of the Commerce Code to sign, hold and Seller shall not have comply with any rights as a third Credit Instrument to the Administrative Agent form party beneficiary and any other document, contract, agreement or instrument necessary or convenient for holding, refinement, subscription and termination of the Credit Instruments or Liens that would be provided under this Agreement, subject to the provisions of Clause Twenty Four of this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the provisions thereof. In performing its functions and duties hereunderCredit Instruments, Administrative Agent shall act solely as an agent of Buyers and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Seller. (b) The Required Buyers may, to the extent permitted by applicable law, and with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), by notice in writing to such Person remove such Person as Administrative Agent and, with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), appoint a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Required Buyers and no further duties or responsibilities as established herein, nor shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Buyers and Seller), then such removal shall nonetheless become effective in accordance with such notice on the date thirty (30) days (or such earlier day as shall be agreed by the Required Buyers and Seller) after the Administrative Agent’s receipt , or be deemed to have, a fiduciary relationship with any Creditor or Participant, and does not imply the existence of such notice any agreement, function, responsibility, duty or obligation under this Agreement or any other Credit Instrument, or will exist against the Administrative Agent. Without limiting the generality of removalthe foregoing, the term “agent” in this and the other Loan Documents with reference to the Administrative Agent, should not be understood to imply any fiduciary duty or other, implicit (or explicit) , arising under the doctrine of representation of any applicable law. Instead, that term is used only for commercial use and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment of Administrative Agent. (a) Each Buyer hereby irrevocably appoints Credit Suisse First Boston Mortgage Capital LLCGxxxxxx Sxxxx Bank USA, as Administrative Agent hereunder and under the other Program DocumentsAgreements, and each Buyer hereby authorizes Credit Suisse First Boston Mortgage Capital LLCGxxxxxx Sxxxx Bank USA, in such capacity, to act as its agent in accordance with the terms hereof. The provisions of this Article X are solely for the benefit of Administrative Agent and Buyers, and Seller Parties shall not have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, Administrative Agent shall act solely as an agent of Buyers Bxxxxx and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Sellerany Seller Party. (b) The Required Buyers may, to the extent permitted by applicable lawLaw, and with the consent of Seller PLS (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), by notice in writing to such Person remove for cause such Person as Administrative Agent and, with the consent of Seller PLS (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), appoint a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Required Buyers and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Buyers and SellerPLS), then such removal shall nonetheless become effective in accordance with such notice on the date thirty (30) days (or such earlier day as shall be agreed by the Required Buyers and SellerPLS) after the Administrative Agent’s receipt of such notice of removal.

Appointment of Administrative Agent. (a) Each Buyer of the Lenders hereby irrevocably appoints Credit Suisse First Boston Mortgage Capital LLCXxxxx Fargo Bank Northwest, National Association to act on its behalf as the Administrative Agent hereunder and under the other Program Documents, Loan Documents and each Buyer hereby authorizes Credit Suisse First Boston Mortgage Capital LLC, in the Administrative Agent to take such capacity, actions on its behalf and to act exercise such powers as its agent in accordance with are delegated to the Administrative Agent by the terms hereofhereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article X are solely for the benefit of the Administrative Agent and Buyersthe Lenders, and Seller the Borrowers shall not have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, Administrative Agent shall act solely as an agent of Buyers and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Sellersuch provisions. (b) The Required Buyers may, to the extent permitted by applicable law, and with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), by notice in writing to such Person remove such Person as Administrative Agent and, with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), appoint a successor Administrative Agent. If no such successor Administrative Agent shall have been so also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Borrowers to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Required Buyers and shall have accepted such appointment within thirty (30) days Administrative Agent pursuant to Section 11.6 for purposes of holding or enforcing any Lien on the Collateral (or such earlier day as shall be agreed by any portion thereof) granted under the Required Buyers Loan Documents, or for exercising any rights and Seller), then such removal shall nonetheless become effective in accordance with such notice on remedies hereunder or thereunder at the date thirty (30) days (or such earlier day as shall be agreed by the Required Buyers and Seller) after direction of the Administrative Agent’s receipt ), shall be entitled to the benefits of all provisions of this Article 11, as though such notice of removalco-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment of Administrative Agent. (a) Each Buyer hereby irrevocably appoints Credit Suisse First Boston Mortgage Capital Nomura Corporate Funding Americas, LLC, as Administrative Agent hereunder and under the other Program DocumentsAgreements, and each Buyer hereby authorizes Credit Suisse First Boston Mortgage Capital Nomura Corporate Funding Americas, LLC Nomura Corporate Funding Americas, LLC, in such capacity, to act as its agent in accordance with the terms hereof. The provisions of this Article X are solely for the benefit of Administrative Agent and BuyersBuyer, and Seller shall not have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, Administrative Agent shall act solely as an agent of Buyers Bxxxx and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Seller. (b) The Required Buyers Buyer may, to the extent permitted by applicable law, and with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), by notice in writing to such Person remove for cause such Person as Administrative Agent and, with the consent of Seller (such consent not to be required if an Event of Default has occurred and is continuing and not to be unreasonably withheld), appoint a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Required Buyers Buyer and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Buyers Buyer and Seller), then such removal shall nonetheless become effective in accordance with such notice on the date thirty (30) days (or such earlier day as shall be agreed by the Required Buyers Buyer and Seller) after the Administrative Agent’s receipt of such notice of removal.