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

Successor Administrative Agent or Syndication Agent. The Administrative Agent, the Syndication Agent, or the Documentation Agents may resign at any time by giving notice thereof to the Banks, the Borrower and each other and the Administrative Agent or the Syndication Agent, as applicable, shall resign in the event the Commitment of the Bank serving as the Administrative Agent or the Syndication Agent is reduced to less than $10,000,000. Upon any such resignation, the Required Banks shall have the right to appoint a successor Administrative Agent or Syndication Agent, as applicable, which successor Administrative Agent or successor Syndication Agent (as applicable) shall, provided no Event of Default has occurred and is then continuing, be subject to Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that Borrower shall, in all events, be deemed to have approved Bank of America, N.A. as a successor Syndication Agent and JPMorgan Chase Bank, N.A. as a successor Administrative Agent). If no successor Administrative Agent or Syndication Agent (as applicable) shall have been so appointed by the Required Banks and (if required) approved by the Borrower, or, if so appointed, shall not have accepted such appointment within 30 days after the retiring Administrative Agent or Syndication Agent (as applicable) gives notice of resignation, then the retiring Administrative Agent or retiring Syndication Agent (as applicable) may, on behalf of the Banks, appoint a successor Administrative Agent or Syndication Agent (as applicable), which shall be the Syndication Agent or the Administrative Agent, as the case may be, who shall act until the Required Banks shall appoint a successor Administrative Agent or Syndication Agent. In any event, the retiring Administrative Agent shall continue to act as Administrative Agent until such time as a successor Administrative Agent shall have been so appointed by the Required Banks, approved by Borrower (if required), and assumed its duties hereunder. Upon the acceptance of its appointment as the Administrative Agent or Syndication Agent hereunder by a successor Administrative Agent or successor Syndication Agent, as applicable, such successor Administrative Agent or successor Syndication Agent, as applicable, shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent or retiring Syndication Agent, as applicable, and the retiring Administrative Agent or the retiring Syndication Agent, as applicable, shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s or retiring Syndication Agent’s resignation hereunder, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Syndication Agent, as applicable. For gross negligence or willful misconduct, as determined by the Required Banks (excluding for such determination the Bank serving as Administrative Agent or Syndication Agent in its capacity as a Bank, as applicable), the Administrative Agent or Syndication Agent may be removed at any time by giving at least thirty (30) Business Days prior written notice to the Administrative Agent, Syndication Agent and Borrower. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent or Syndication Agent, as applicable, in accordance with the provisions of this Section 7.8.

Successor Administrative Agent or Syndication Agent. The Administrative Agent, Agent or the Syndication Agent, or the Documentation Agents Agent may resign at any time by giving notice thereof to the Banks, the Borrower and each other and other. In addition, the Administrative Agent or the Syndication Agent, as applicable, shall resign in the event the its Commitment of the Bank serving as the Administrative Agent or the Syndication Agent (without participations) is reduced to less than Thirty Million Dollars ($10,000,00030,000,000), in the case of the Administrative Agent, or Twenty-Five Million Dollars ($25,000,000), in the case of the Syndication Agent (and only for so long as JPMorgan Chase Bank, N.A. is the Syndication Agent), unless as a result of a cancellation or reduction in the aggregate Commitments. In addition, if the Administrative Agent shall so resign, then it shall also have the right simultaneously therewith, to resign as one of the Fronting Banks (it being understood that such resignation shall have no affect on any Letters of Credit that it may have issued as Fronting Bank and which shall be outstanding at such time), and shall resign as the Swingline Lender. Upon any such resignation, the Required Majority Banks shall have the right to appoint a successor Administrative Agent and Swingline Lender or Syndication Agent, as applicable, which successor Administrative Agent and Swingline Lender or successor Syndication Agent (as applicable) shall, provided no Event of Default has occurred and is then continuing, be subject to Borrower’s approval, which approval shall not be unreasonably withheld withheld, conditioned or delayed (except that Borrower shall, in all events, be deemed to have approved JPMorgan Chase Bank, N.A., as a successor Administrative Agent and Swingline Lender and Bank of America, N.A. N.A., as a successor Syndication Agent and JPMorgan Chase Bank, N.A. as a successor Administrative Agent). If no successor Administrative Agent and Swingline Lender or Syndication Agent (as applicable) shall have been so appointed by the Required Majority Banks and (if required) approved by the Borrower, or, if so appointed, and shall not have accepted such appointment appointment, within 30 days after the retiring Administrative Agent and Swingline Lender or Syndication Agent (as applicable) gives notice of resignation, then the retiring Administrative Agent Agent, or retiring Syndication Agent (as applicable) may, on behalf of the Banks, appoint a successor Administrative Agent or Syndication Agent (as applicable), which shall be the Administrative Agent and Swingline Lender or the Syndication Agent or the Administrative Agent, as the case may be, who shall act until the Required Majority Banks shall appoint a successor an Administrative Agent or Syndication Agent. In any event, the retiring Administrative Agent shall continue to act as Administrative Agent until such time as a successor Administrative Agent shall have been so appointed by the Required Banks, approved by Borrower (if required), and assumed its duties hereunder. Upon the acceptance of its appointment as the Administrative Agent or Syndication Agent hereunder by a successor Administrative Agent or successor Syndication Agent, as applicable, such successor Administrative Agent or successor Syndication Agent, as applicable, shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent or retiring Syndication Agent, as applicable, and the retiring Administrative Agent or the retiring Syndication Agent, as applicable, shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s or retiring Syndication Agent’s resignation hereunder, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Syndication Agent, as applicable. For gross negligence or willful misconduct, as determined by the Required Banks (excluding for such determination the Bank serving as Administrative Agent or Syndication Agent in its capacity as a Bank, as applicable), the Administrative Agent or Syndication Agent may be removed at any time by giving at least thirty (30) Business Days prior written notice to the Administrative Agent, Syndication Agent and Borrower. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent or Syndication Agent, as applicable, in accordance with the provisions of this Section 7.8.Swingline Lender or

Successor Administrative Agent or Syndication Agent. The Administrative Agent, the Syndication Agent, or the Documentation Agents may resign at any time by giving notice thereof to the Banks, the Borrower and each other and the Administrative Agent or the Syndication Agent, as applicable, shall resign in the event the Commitment of the Bank serving as the Administrative Agent or the Syndication Agent is reduced to less than $10,000,000. Upon any such resignation, the Required Banks shall have the right to appoint a successor Administrative Agent or Syndication Agent, as applicable, which successor Administrative Agent or successor Syndication Agent (as applicable) shall, provided no Event of Default has occurred and is then continuing, be subject to Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that Borrower shall, in all events, be deemed to have approved Bank of America, N.A. as a successor Syndication Agent and JPMorgan Chase Bank, N.A. as a successor Administrative Agent). If no successor Administrative Agent or Syndication Agent (as applicable) shall have been so appointed by the Required Banks and (if required) approved by the Borrower, or, if so appointed, shall not have accepted such appointment within 30 days after the retiring Administrative Agent or Syndication Agent (as applicable) gives notice of resignation, then the retiring Administrative Agent or retiring Syndication Agent (as applicable) may, on behalf of the Banks, appoint a successor Administrative Agent or Syndication Agent (as applicable), which shall be the Syndication Agent or the Administrative Agent, as the case may be, who shall act until the Required Banks shall appoint a successor Administrative Agent or Syndication Agent. In any event, the retiring Administrative Agent shall continue to act as Administrative Agent until such time as a successor Administrative Agent shall have been so appointed by the Required Banks, approved by Borrower (if required), and assumed its duties hereunder. Upon the acceptance of its appointment as the Administrative Agent or Syndication Agent hereunder by a successor Administrative Agent or successor Syndication Agent, as applicable, such successor Administrative Agent or successor Syndication Agent, as applicable, shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent or retiring Syndication Agent, as applicable, and the retiring Administrative Agent or the retiring Syndication Agent, as applicable, shall be discharged from its duties and obligations hereunder. The rights and duties of the Administrative Agent to be vested in any successor Administrative Agent shall include, without limitation, the rights and duties as Swingline Lender. After any retiring Administrative Agent’s or retiring Syndication Agent’s resignation hereunder, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Syndication Agent, as applicable. For gross negligence or willful misconduct, as determined by the Required Banks (excluding for such determination the Bank serving as Administrative Agent or Syndication Agent in its capacity as a Bank, as applicable), the Administrative Agent or Syndication Agent may be removed at any time by giving at least thirty (30) Business Days prior written notice to the Administrative Agent, Syndication Agent and Borrower. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent or Syndication Agent, as applicable, in accordance with the provisions of this Section 7.8.

Successor Administrative Agent or Syndication Agent. The Administrative Agent, the Syndication Agent, or any of the Documentation Agents may resign at any time by giving notice thereof to the Banks, the Borrower and each other and the Administrative Agent or the Syndication Agent, as applicable, shall resign in the event the Commitment (or in the event a Borrowing of Term Loans occurs, the unpaid principal amount of the Term Loan) of the Bank serving as the Administrative Agent or the Syndication Agent is reduced to less than $10,000,000. Upon any such resignation, the Required Banks shall have the right to appoint a successor Administrative Agent or Syndication Agent, as applicable, which successor Administrative Agent or successor Syndication Agent (as applicable) shall, provided no Event of Default has occurred and is then continuing, be subject to Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that Borrower shall, in all events, be deemed to have approved Bank of America, N.A. as a successor Syndication Agent and JPMorgan Chase BankDeutsche Bank AG, N.A. New York Branch, as a successor Administrative Agent). If no successor Administrative Agent or Syndication Agent (as applicable) shall have been so appointed by the Required Banks and (if required) approved by the Borrower, or, if so appointed, shall not have accepted such appointment within 30 days after the retiring Administrative Agent or Syndication Agent (as applicable) gives notice of resignation, then the retiring Administrative Agent or retiring Syndication Agent (as applicable) may, on behalf of the Banks, appoint a successor Administrative Agent or Syndication Agent (as applicable), which shall be the Syndication Agent or the Administrative Agent, as the case may be, who shall act until the Required Banks shall appoint a successor Administrative Agent or Syndication Agent. In any event, the retiring Administrative Agent shall continue to act as Administrative Agent until such time as a successor Administrative Agent shall have been so appointed by the Required Banks, approved by Borrower (if required), and assumed its duties hereunder. Upon the acceptance of its appointment as the Administrative Agent or Syndication Agent hereunder by a successor Administrative Agent or successor Syndication Agent, as applicable, such successor Administrative Agent or successor Syndication Agent, as applicable, shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent or retiring Syndication Agent, as applicable, and the retiring Administrative Agent or the retiring Syndication Agent, as applicable, shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s or retiring Syndication Agent’s resignation hereunder, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Syndication Agent, as applicable. For gross negligence or willful misconductmisconduct or if the Administrative Agent shall become a Defaulting Lender, as determined by the Required Banks (excluding for such determination the Bank serving as Administrative Agent or Syndication Agent in its capacity as a Bank, as applicable), the Administrative Agent or Syndication Agent may be removed at any time by the Required Banks or, in the case of the Administrative Agent becoming a Defaulting Lender only, by either the Required Banks or the Borrower, giving at least thirty (30) Business Days prior written notice to the Administrative Agent, Syndication Agent, Borrower and, in the case of a removal of the Administrative Agent and Borrowerby Borrower as a result of it becoming a Defaulting Lender, the Banks. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent or Syndication Agent, as applicable, in accordance with the provisions of this Section 7.8.

Successor Administrative Agent or Syndication Agent. The Administrative Agent, Agent or the Syndication Agent, or the Documentation Agents Agent may resign at any time by giving notice thereof to the Banks, the Borrower and each other and other. In addition, the Administrative Agent or the Syndication Agent, as applicable, shall resign in the event the its Commitment of the Bank serving as the Administrative Agent or the Syndication Agent (without participations) is reduced to less than Thirty Million Dollars ($10,000,00030,000,000), in the case of the Administrative Agent, or Twenty-Five Million Dollars ($25,000,000), in the case of the Syndication Agent, unless as a result of a cancellation or reduction in the aggregate Commitments. In addition, if the Administrative Agent shall so resign, then it shall also resign as the Swingline Lender. Upon any such resignation, the Required Majority Banks shall have the right to appoint a successor Administrative Agent and Swingline Lender or Syndication Agent, as applicable, which successor Administrative Agent and Swingline Lender or successor Syndication Agent (as applicable) shall, provided no Event of Default has occurred and is then continuing, be subject to Borrower’s approval, which approval shall not be unreasonably withheld withheld, conditioned or delayed (except that Borrower shall, in all events, be deemed to have approved Bank of AmericaUBS Loan Finance LLC, N.A. as a successor Syndication Agent and JPMorgan Chase Bank, N.A. as a successor Administrative AgentAgent or as a successor Swingline Lender). If no successor Administrative Agent and Swingline Lender or Syndication Agent (as applicable) shall have been so appointed by the Required Majority Banks and (if required) approved by the Borrower, or, if so appointed, and shall not have accepted such appointment appointment, within 30 days after the retiring Administrative Agent and Swingline Lender or Syndication Agent (as applicable) gives notice of resignation, then the retiring Administrative Agent Agent, or retiring Syndication Agent (as applicable) may, on behalf of the Banks, appoint a successor Administrative Agent or Syndication Agent (as applicable), which shall be the Administrative Agent and Swingline Lender or the Syndication Agent or the Administrative Agent, as the case may be, who shall act until the Required Majority Banks shall appoint an Administrative Agent and Swingline Lender or Syndication Agent. Any appointment of a successor Administrative Agent and Swingline Lender or Syndication Agent. In any event, Agent by Majority Banks or the retiring Administrative Agent and Swingline Lender or the Syndication Agent pursuant to the preceding sentence shall, provided no Event of Default has occurred and is then continuing, be subject to the Borrower’s approval, which approval shall continue to act as Administrative Agent until such time as a successor Administrative Agent shall have been so appointed by the Required Banksnot be unreasonably withheld, approved by Borrower (if required), and assumed its duties hereunderconditioned or delayed. Upon the acceptance of its appointment as the Administrative Agent and Swingline Lender or Syndication Agent hereunder by a successor Administrative Agent and Swingline Lender or successor Syndication Agent, as applicable, such successor Administrative Agent and Swingline Lender, or successor Syndication Agent, as applicable, shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent and Swingline Lender or retiring Syndication Agent, as applicable, and the retiring Administrative Agent and Swingline Lender or the retiring Syndication Agent, as applicable, shall be discharged from its duties and obligations hereunder. The rights and duties of the Administrative Agent to be vested in any successor Administrative Agent shall include, without limitation, the rights and duties as Swingline Lender. After any retiring Administrative Agent’s or retiring Syndication Agent’s resignation hereunder, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Syndication Agent, as applicable. For gross negligence or willful misconduct, as determined by all the Required Banks (excluding for such determination the Bank serving as Administrative Agent or Syndication Agent in its capacity as a Bank, as applicable), the Administrative Agent or Syndication Agent may be removed at any time by giving at least thirty (30) Business Days prior written notice to the Administrative Agent, Syndication Agent and Borrower. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent or Syndication Agent, as applicable, in accordance with the provisions of this Section 7.8.

Successor Administrative Agent or Syndication Agent. The Administrative Agent, the Syndication Agent, or the Documentation Agents may resign at any time by giving notice thereof to the Banks, the Borrower and each other and the Administrative Agent or the Syndication Agent, as applicable, shall resign in the event the Commitment of the Bank serving as the Administrative Agent or the Syndication Agent is reduced to less than $10,000,000. Upon any such resignation, the Required Banks shall have the right to appoint a successor Administrative Agent or Syndication Agent, as applicable, which successor Administrative Agent or successor Syndication Agent (as applicable) shall, provided no Event of Default has occurred and is then continuing, be subject to Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that Borrower shall, in all events, be deemed to have approved Bank of America, N.A. as a successor Syndication Agent and JPMorgan Chase Bank, N.A. as a successor Administrative Agent). If no successor Administrative Agent or Syndication Agent (as applicable) shall have been so appointed by the Required Banks and (if required) approved by the Borrower, or, if so appointed, shall not have accepted such appointment within 30 days after the retiring Administrative Agent or Syndication Agent (as applicable) gives notice of resignation, then the retiring Administrative Agent or retiring Syndication Agent (as applicable) may, on behalf of the Banks, appoint a successor Administrative Agent or Syndication Agent (as applicable), which shall be the Syndication Agent or the Administrative Agent, as the case may be, who shall act until the Required Banks shall appoint a successor Administrative Agent or Syndication Agent. In any event, the retiring Administrative Agent shall continue to act as Administrative Agent until such time as a successor Administrative Agent shall have been so appointed by the Required Banks, approved by Borrower (if required), and assumed its duties hereunder. Upon the acceptance of its appointment as the Administrative Agent or Syndication Agent hereunder by a successor Administrative Agent or successor Syndication Agent, as applicable, such successor Administrative Agent or successor Syndication Agent, as applicable, shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent or retiring Syndication Agent, as applicable, and the retiring Administrative Agent or the retiring Syndication Agent, as applicable, shall be discharged from its duties and obligations hereunder. The rights and duties of the Administrative Agent to be vested in any successor Administrative Agent shall include, without limitation, the rights and duties as Swingline Lender. After any retiring Administrative Agent’s or retiring Syndication Agent’s resignation hereunder, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Syndication Agent, as applicable. For gross negligence or willful misconduct, as determined by the Required Banks (excluding for such determination the Bank serving as Administrative Agent or Syndication Agent in its capacity as a Bank, as applicable), the Administrative Agent or Syndication Agent may be removed at any time by giving at least thirty (30) Domestic Business Days prior written notice to the Administrative Agent, Syndication Agent and Borrower. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent or Syndication Agent, as applicable, in accordance with the provisions of this Section 7.8.

Successor Administrative Agent or Syndication Agent. The Administrative Agent, Agent or the Syndication Agent, or the Documentation Agents Agent may resign at any time by giving notice thereof to the Banks, the Borrower and each other and other. In addition, the Administrative Agent or the Syndication Agent, as applicable, shall resign in the event the its Commitment of the Bank serving as the Administrative Agent or the Syndication Agent (without participations) is reduced to less than Thirty Million Dollars ($10,000,00030,000,000), in the case of the Administrative Agent, or Twenty-Five Million Dollars ($25,000,000), in the case of the Syndication Agent, unless as a result of a cancellation or reduction in the aggregate Commitments. In addition, if the Administrative Agent shall so resign, then it shall also resign as the Swingline Lender. Upon any such resignation, the Required Majority Banks shall have the right to appoint a successor Administrative Agent and Swingline Lender or Syndication Agent, as applicable, which successor Administrative Agent and Swingline Lender or successor Syndication Agent (as applicable) shall, provided no Event of Default has occurred and is then continuing, be subject to Borrower’s 's approval, which approval shall not be unreasonably withheld withheld, conditioned or delayed (except that Borrower shall, in all events, be deemed to have approved Bank of Citicorp North America, N.A. as a successor Syndication Agent and JPMorgan Chase BankInc., N.A. as a successor Administrative AgentAgent or as a successor Swingline Lender). If no successor Administrative Agent and Swingline Lender or Syndication Agent (as applicable) shall have been so appointed by the Required Majority Banks and (if required) approved by the Borrower, or, if so appointed, and shall not have accepted such appointment appointment, within 30 days after the retiring Administrative Agent and Swingline Lender or Syndication Agent (as applicable) gives notice of resignation, then the retiring Administrative Agent Agent, or retiring Syndication Agent (as applicable) may, on behalf of the Banks, appoint a successor Administrative Agent or Syndication Agent (as applicable), which shall be the Administrative Agent and Swingline Lender or the Syndication Agent or the Administrative Agent, as the case may be, who shall act until the Required Majority Banks shall appoint an Administrative Agent and Swingline Lender or Syndication Agent. Any appointment of a successor Administrative Agent and Swingline Lender or Syndication Agent. In any event, Agent by Majority Banks or the retiring Administrative Agent and Swingline Lender or the Syndication Agent pursuant to the preceding sentence shall, provided no Event of Default has occurred and is then continuing, be subject to the Borrower's approval, which approval shall continue to act as Administrative Agent until such time as a successor Administrative Agent shall have been so appointed by the Required Banksnot be unreasonably withheld, approved by Borrower (if required), and assumed its duties hereunderconditioned or delayed. Upon the acceptance of its appointment as the Administrative Agent and Swingline Lender or Syndication Agent hereunder by a successor Administrative Agent and Swingline Lender or successor Syndication Agent, as applicable, such successor Administrative Agent and Swingline Lender, or successor Syndication Agent, as applicable, shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent and Swingline Lender or retiring Syndication Agent, as applicable, and the retiring Administrative Agent and Swingline Lender or the retiring Syndication Agent, as applicable, shall be discharged from its duties and obligations hereunder. The rights and duties of the Administrative Agent to be vested in any successor Administrative Agent shall include, without limitation, the rights and duties as Swingline Lender. After any retiring Administrative Agent’s 's or retiring Syndication Agent’s 's resignation hereunder, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Syndication Agent, as applicable. For gross negligence or willful misconduct, as determined by all the Required Banks (excluding for such determination the Bank serving as Administrative Agent or Syndication Agent in its capacity as a Bank, as applicable), the Administrative Agent or Syndication Agent may be removed at any time by giving at least thirty (30) Business Days prior written notice to the Administrative Agent, Syndication Agent and Borrower. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent or Syndication Agent, as applicable, in accordance with the provisions of this Section 7.8.

Successor Administrative Agent or Syndication Agent. The Administrative Agent, Agent or the Syndication Agent, or the Documentation Agents Agent may resign at any time by giving notice thereof to the Banks, the Borrower and each other and other. In addition, the Administrative Agent or the Syndication Agent, as applicable, shall resign in the event the its Commitment of the Bank serving as the Administrative Agent or the Syndication Agent (without participations) is reduced to less than Thirty Million Dollars ($10,000,00030,000,000), unless as a result of a cancellation or reduction in the aggregate Commitments. Upon any such resignation, the Required Majority Banks shall have the right to appoint a successor Administrative Agent or Syndication Agent, as applicable, which successor Administrative Agent or successor Syndication Agent (as applicable) shall, provided no Event of Default has occurred and is then continuing, be subject to Borrower’s approval, which approval shall not be unreasonably withheld withheld, conditioned or delayed (except that Borrower shall, in all events, be deemed to have approved Bank of America, N.A. as a successor Syndication Agent and JPMorgan Chase Bank, N.A. as a successor Administrative Agent)delayed. If no successor Administrative Agent or Syndication Agent (as applicable) shall have been so appointed by the Required Majority Banks and (if required) approved by the Borrower, or, if so appointed, and shall not have accepted such appointment appointment, within 30 days after the retiring Administrative Agent or Syndication Agent (as applicable) gives notice of resignation, then the retiring Administrative Agent Agent, or retiring Syndication Agent (as applicable) may, on behalf of the Banks, appoint a successor Administrative Agent or Syndication Agent (as applicable), which shall be the Syndication Administrative Agent or the Administrative Agent, Syndication Agent as the case may be, who shall act until the Required Majority Banks shall appoint an Administrative Agent or Syndication Agent. Any appointment of a successor Administrative Agent or Syndication Agent. In any event, Agent by Majority Banks or the retiring Administrative Agent or the Syndication Agent pursuant to the preceding sentence shall, provided no Event of Default has occurred and is then continuing, be subject to the Borrower’s approval, which approval shall continue to act as Administrative Agent until such time as a successor Administrative Agent shall have been so appointed by the Required Banksnot be unreasonably withheld, approved by Borrower (if required), and assumed its duties hereunderconditioned or delayed. Upon the acceptance of its appointment as the Administrative Agent or Syndication Agent hereunder by a successor Administrative Agent or successor Syndication Agent, as applicable, such successor Administrative Agent Agent, or successor Syndication Agent, as applicable, shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent or retiring Syndication Agent, as applicable, and the retiring Administrative Agent or the retiring Syndication Agent, as applicable, shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s or retiring Syndication Agent’s resignation hereunder, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Syndication Agent, as applicable. For gross negligence or willful misconduct, as determined by all the Required Banks (excluding for such determination the Bank serving as Administrative Agent or Syndication Agent in its capacity as a Bank, as applicable), the Administrative Agent or Syndication Agent may be removed at any time by giving at least thirty (30) Business Days prior written notice to the Administrative Agent, Syndication Agent and Borrower. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent or Syndication Agent, as applicable, in accordance with the provisions of this Section 7.8.

Successor Administrative Agent or Syndication Agent. The Administrative Agent, Agent or the Syndication Agent, or the Documentation Agents Agent may resign at any time by giving notice thereof to the Banks, the Borrower and each other and the Administrative Agent or the Syndication Agent, as applicable, shall resign in the event the its Commitment of the Bank serving as the Administrative Agent or the Syndication Agent is reduced to less than $10,000,000zero. Upon any such resignation, the Required Banks shall have the right to appoint a successor Administrative Agent or Syndication Agent, as applicable, which successor Administrative Agent or successor Syndication Agent (as applicable) shall, provided no Event of Default has occurred and is then continuing, be subject to Borrower’s 's approval, which approval shall not be unreasonably withheld or delayed (except that Borrower shall, in all events, be deemed to have approved Bank of America, N.A. National Association as a successor Syndication Agent and JPMorgan The Chase Bank, N.A. Manhattan Bank as a successor Administrative Agent). If no successor Administrative Agent or Syndication Agent (as applicable) shall have been so appointed by the Required Banks and (if required) approved by the Borrower, or, if so appointed, shall not have accepted such appointment within 30 days after the retiring Administrative Agent or Syndication Agent (as applicable) gives notice of resignation, then the retiring Administrative Agent or retiring Syndication Agent (as applicable) may, on behalf of the Banks, appoint a successor Administrative Agent or Syndication Agent (as applicable), which shall be the Syndication Agent or the Administrative Agent, as the case may be, who shall act until the Required Banks shall appoint a successor Administrative Agent or Syndication Agent. In any event, the retiring Administrative Agent shall continue to act as Administrative Agent until such time as a successor Administrative Agent shall have been so appointed by the Required Banks, approved by Borrower (if required), and assumed its duties hereunder. Upon the acceptance of its appointment as the Administrative Agent or Syndication Agent hereunder by a successor Administrative Agent or successor Syndication Agent, as applicable, such successor Administrative Agent or successor Syndication Agent, as applicable, shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent or retiring Syndication Agent, as applicable, and the retiring Administrative Agent or the retiring Syndication Agent, as applicable, shall be discharged from its duties and obligations hereunder. The rights and duties of the Administrative Agent to be vested in any successor Administrative Agent shall include, without limitation, the rights and duties as Swingline Lender. After any retiring Administrative Agent’s 's or retiring Syndication Agent’s 's resignation hereunder, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Syndication Agent, as applicable. For gross negligence or willful misconduct, as determined by all the Required Banks (excluding for such determination the Bank serving as Administrative Agent or Syndication Agent in its capacity as a Bank, as applicable), the Administrative Agent or Syndication Agent may be removed at any time by giving at least thirty (30) Domestic Business Days prior written notice to the Administrative Agent, Syndication Agent and Borrower. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent or Syndication Agent, as applicable, in accordance with the provisions of this Section 7.8.