The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrowers, or the Required Lenders may remove the Administrative Agent upon five (5) Business Day’s prior written notice to each Lender and the Borrowers (and in the case of such removal, to the Administrative Agent). Upon receipt of any such notice of resignation or in the event of such a removal, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a financial institution with an office in the United States, a Lender or an Affiliate of any such financial institution or Lender with an office in the United States. If, in the event of the Administrative Agent’s resignation, no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “ Resignation Effective Date ”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that , in no event shall any successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.